Common use of Company Capitalization Clause in Contracts

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, and (ii) 20,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 1,000,000 shares of Company Common Stock, of which 378,189 shares (of which 42,500 are restricted shares as defined in the grant agreements with respect thereto) are issued and (ii) 20,000,000 outstanding as of the date hereof, and 162,589 shares of Company Preferred Stock. As , (i) of which 105,556 have been designated as Series A Preferred Stock, of which 105,556 shares are issued and outstanding as of the close date hereof, (ii) of business in New York City on August 13which 32,033 have been designated as Series A-1 Preferred Stock, 2010 (the “Capitalization Date”): (A) 62,828,936 of which 7,033 shares of Company Common Stock were are issued and outstandingoutstanding as of the date hereof, (Biii) no of which 25,000 have been designated as Series A-2 Preferred Stock, of which 25,000 shares of Company Preferred Stock were are issued and outstandingoutstanding as of the date hereof, and (Civ) no of which 25,000 have been designated as Series B Preferred Stock, of which 25,000 shares are issued and outstanding as of Company Capital Stock were held by the Company as treasury sharesdate hereof. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as As of the date hereof, the Company has Capital Stock is registered on the books and records of the Company as held by the Persons set forth in Section 2.02(a) of the Disclosure Schedule, which further sets forth as of the date hereof for each such Person the number, class and series of Company Capital Stock registered on the books and records of the Company as held by such Person, the number of the applicable stock certificates issued by the Company representing such shares and the domicile address of such Person as reflected on the books and records of the Company. All outstanding shares of Company Capital Stock and Warrants are duly authorized, validly issued, fully paid and non-assessable, and are not issued subject to preemptive rights created by Legal Requirements, the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound, except as set forth on Section 2.02(a) of the Disclosure Schedule. Except as set forth on Section 2.02(a) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Other than the Company Capital Stock set forth in Section 2.02(a) of the Disclosure Schedule and this Section 2.02(a) above, the Company has no other than pursuant to the exercise of Stock Options capital stock authorized, issued or vesting and settlement of Company RSUsoutstanding. (b) As Neither the Company nor any Subsidiary has in effect any stock option plan or any other plan or agreement providing for equity-based compensation (whether payable in securities, cash or other property) to any Person. The Company has no Company Options outstanding. Section 2.02(b) of the close Disclosure Schedule sets forth as of business on the Capitalization Datedate hereof for each outstanding Warrant, there were 12,345,318 the name of the holder of such Warrant, the number of shares of Company Common Capital Stock reserved for future issuance under issuable upon the exercise of such Warrant, the date of grant of such Warrant, and the exercise price of such Warrant. Section 2.02(b) of the Disclosure Schedule sets forth as of the date hereof the outstanding principal, accrued interest and applicable rate of interest of all outstanding loans from the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Stockholders. (c) Except as set forth in Section 4.6(c2.02(c) of the Company Disclosure Letter, Schedule sets forth as of the date hereof, none hereof a complete and correct list of each Contract to which the Company or any of its Subsidiaries has is a party pursuant to which any Indebtedness of the Company or any Subsidiary is outstanding or may be incurred or guaranteed, together with the amount outstanding thereunder. “Indebtedness” means (i) indebtedness for borrowed money money, whether secured or unsecured, (ii) obligations under conditional or installment sale or other than intercompany indebtedness owed title retention Contracts relating to purchased property, (iii) capitalized lease obligations, and (iv) guarantees of any of the Company foregoing of another Person. Except for the execution, delivery and performance of this Agreement, no event has occurred which either entitles or one could entitle (with or without notice or lapse of its Subsidiaries. (dtime or both) the holder of any Indebtedness to accelerate, or which does accelerate, the maturity of any such Indebtedness. Section 2.02(c) of the Disclosure Schedule sets forth as of the date hereof a complete and correct list of any Indebtedness that entitles or could entitle the holder thereof to any acceleration of such Indebtedness or any change in control or other payments or benefits, together with a listing of such change in control or other payment amounts or other benefits, in each case upon the execution, delivery and performance of this Agreement. Except as set forth in this on Section 4.62.02(c) of the Disclosure Schedule, there are (i) no all outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities Indebtedness of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, and the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations Subsidiaries as 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 of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plansdate hereof can be prepaid without penalty. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of Company consists solely of 290,000,000 shares of the Company consists Common Stock and 10,000,000 shares of the Company Preferred Stock, of which 200,000 shares are designated as 1995 Series Preferred Stock, par value $0.001 per share (the “Company 1995 Series Preferred Stock”), 3,500 shares are designated as 1998 Series A Preferred Stock, par value $0.001 per share (the “Company 1998 Series A Preferred Stock”), 1,000 shares are designated as 2003 Series A Preferred Stock, par value $0.001 per share (the “Company 2003 Series A Preferred Stock”), and 1,100 shares are designated as 2003 Series B Preferred Stock, par value $0.001 per share (the “Company 2003 Series B Preferred Stock” and together with the Company 1995 Series Preferred Stock, the Company 1998 Series A Preferred Stock, the Company 2003 Series A Preferred Stock and the Company 2003 Series B Preferred Stock, the “Company Preferred Stock”), and (i) 300,000,000 23,224,272 shares of the Company Common Stock are issued and outstanding as of October 10, 2006, (ii) no shares of Company Common Stock, and (ii) 20,000,000 shares of Company 1995 Series Preferred Stock. As of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were are issued and outstanding, (Biii) no shares of Company 1998 Series A Preferred Stock were are issued and outstanding, (iv) no shares of Company 2003 Series A Preferred Stock are issued and outstanding, (v) no shares of Company 2003 Series B Preferred Stock are issued and outstanding, and (Cvi) no shares of Company’s capital stock are being held in Company’s treasury. Part 2.3(a) of the Company Capital Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Company Common Stock were held by each registered holder thereof as of October 10, 2006, and since such date Company has not issued any securities (including derivative securities) except for any shares of the Company as treasury sharesCommon Stock issued upon exercise of Company Options outstanding under the Company Stock Plans prior to such date. All outstanding shares of the Company Common Stock and the Company Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Nevada Corporate Law, the Company Charter Documents or any Contract to which Company is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Company or any Company Subsidiary. (b) Company has reserved 5,375,000 shares of the Company Common Stock for issuance to permitted grantees pursuant to the Company Stock Plans, of which (i) 1,325,114.5 shares of the Company Common Stock have been issued pursuant to option exercises as of the date hereof, (ii) 3,918,300.05 shares are subject to outstanding, unexercised options, with a weighted-average exercise price of $5.23 as of the date hereof, and (iii) 131,585 shares remain available for issuance thereunder as of the date hereof. Part 2.3(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of the Company Common Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the vesting schedule of such Company Option, and the extent to which such Company Option is vested as of the date of this Agreement; (vi) the date on which such Company Option expires; and (vii) whether the exercisability or vesting of such Company Option will be accelerated in any way by the transactions contemplated by this Agreement, and the extent of any such acceleration. Company has made available to Parent an accurate and complete copy of the Company Stock Plans and the forms of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of the Company Common Stock other than pursuant to the Company Stock Plans. All shares of the Company Common 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 and free of any preemptive rightsnonassessable. Except Other than as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(cPart 2.3(b) of the Company Disclosure Letter, there are no Contracts of any character to which Company is bound obligating Company to accelerate the vesting of any Company Option as a result of the date hereof, none transactions contemplated by this Agreement. Other than as set forth on Part 2.3(b) of the Company Disclosure Letter, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its SubsidiariesSubsidiary. (dc) Except as set forth in this Section 4.6All outstanding shares of the Company Common Stock and the Company Preferred Stock, there are (i) no all outstanding Company Options, and all outstanding shares of capital stock ofof each Company Subsidiary have been issued and granted in compliance with (i) all applicable federal, or state and foreign securities laws and other equity or voting interest in, the Company, applicable Legal Requirements and (ii) no outstanding securities all requirements set forth in applicable agreements or instruments. For the purposes of the Company convertible into or exchangeable for shares of capital stock ofthis Agreement, “Legal Requirements” means any federal, state, local, municipal, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, judgment, injunction, order, rule, regulation, ruling or voting interest inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value authority of any Company Securities. Neither Governmental Entity or the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansNGM. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 300,000,000 200,000,000 shares of Company Common Stock, of which there were 36,530,325 shares issued and (ii) 20,000,000 shares of Company Preferred Stock. As outstanding as of the close of business in New York City on August 13March 14, 2010 (the “Capitalization Date”): (A) 62,828,936 2000, 5,000,000 shares of Company Common Stock were non-voting common stock, par value $0.01 per share, none of which are issued or outstanding as of the date of this Agreement or as of the Effective Time, and outstanding, (B) no 5,000,000 shares of Company Preferred Stock were preferred stock, par value $0.01 per share, none of which are issued and outstanding, and (C) no shares or outstanding as of Company Capital Stock were held by the Company date of this Agreement or as treasury sharesof the Effective Time. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free are not subject to any rights of rescission or preemptive rights created by statute, the Company Charter Documents or any preemptive rightsagreement or document to which Company is a party or by which it is bound. Except as set forth above, as As of the date hereofof this Agreement, the Company has not issued any there are no shares of Company Capital Common Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsheld in treasury by Company. (b) As of the close of business on the Capitalization DateMarch 14, there were 12,345,318 2000, (i) 5,669,130 shares of Company Common Stock reserved for future are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Stock Option Plans ("COMPANY OPTIONS") for an aggregate exercise price of $99,634,227, and 2,898,355 (ii) 150,000 shares of Company Common Stock are reserved for future issuance under the Company ESPP. As Since March 14, 2000, Company has granted an additional 1,000,000 Company Options having an aggregate exercise price of $25,812,500 only to persons who have agreed in writing to waive acceleration of the close vesting of business on the Capitalization Date, there were outstanding such Company Options and any other Company Options granted under Company's 1999 Stock Incentive Plan upon consummation of the Merger and the other transactions contemplated by the Related Agreements pursuant to purchase 10,925,583 a form of waiver acceptable to Parent. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common StockStock subject to such Company Option vested and unvested on the date of this Agreement; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option expires and (vi) whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, 1,123,294 and indicates the extent of any such acceleration. Company RSUs has made available to Parent an accurate and 712 Company Restricted Stock Awards and, since such date, complete copy of each of the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Stock Option Plans and the form of all stock option agreements evidencing Company Options, . There are no options outstanding to purchase shares of Company RSUs or Company Restricted Common Stock Awards, other than pursuant to the Company Stock Option Plans. All shares of Company Common Stock subject to issuance as permitted by Section 6.1(b). (c) Except 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. Other than as set forth in Section 4.6(con Part 2.2(b) of the Company Disclosure Letter, there are no commitments or agreements of any character to which the Company is bound obligating Company to accelerate the vesting of any Company Option as a result of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its SubsidiariesMerger. (dc) Except as set forth in this Section 4.6All outstanding shares of Company Common Stock, there are (i) no all outstanding Company Options, and all outstanding shares of capital stock of, or of each subsidiary of Company have been issued and granted in material compliance with (i) all applicable securities laws and other equity or voting interest in, the Company, applicable material Legal Requirements and (ii) no outstanding securities all material requirements set forth in applicable agreements or instruments. For the purposes of the Company convertible into or exchangeable for shares of capital stock ofthis Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or voting interest inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value authority of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except Governmental Entity (as defined in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansSection 2.4). (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of (i) 300,000,000 shares of Company Common StockNIS 750,000 divided into 75,000,000 Ordinary Shares, and (ii) 20,000,000 shares of Company Preferred StockNIS 0.01 par value per share. As of At the close of business in New York City on August 13September 19, 2010 2018 (the “Capitalization Date”): ), (Ai) 62,828,936 shares of Company Common Stock 53,074,267 Ordinary Shares were issued and outstanding, of which 34,002,240 Ordinary Shares are represented by 17,001,120 Company ADSs, (Bii) no shares of Ordinary Shares or Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock ADSs were held by the Company as treasury shares. All in its treasury, (iii) there were outstanding shares of Company Common Options to purchase 4,243,710 Company Shares, 84,980 outstanding Company RSUs, the Company Warrant and 2,494,779 Company Shares reserved for future grants under the Company Stock are validly issued, fully paid and nonassessable and free of any preemptive rightsPlans. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of at the close of business on the Capitalization Date, there no shares or other voting securities of the Company were 12,345,318 shares of Company Common Stock issued, reserved for future issuance or outstanding. All outstanding Ordinary Shares and Company ADSs are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights, subscription right or any similar right under any provision of the ICL, the Charter Documents or any Contract to which the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPis otherwise bound. As of the close of business on Since the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not (x) issued any Ordinary Shares, Company ADSs, Company Options or Company RSUs or other securities or rights to acquire Ordinary Shares or Company ADSs or other rights that give the holder thereof any economic benefit accruing to the holders of any Ordinary Shares or Company ADSs, other than pursuant to the exercise of Company Options or vesting and settlement of Company RSUs or as permitted by Section 5.1(b), or (y) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs Options or Company Restricted Stock AwardsRSUs, other than as permitted by Section 6.1(b5.1(b). (cb) Except as set forth in Section 4.6(c3.6(b) of the Company Disclosure Letter, Letter lists each Company Option and Company RSU outstanding as of September 19, 2018, the Company Stock Plan under which such Company Option or Company RSU was issued, whether such Company Option or Company RSU is currently intended to qualify as a nonqualified stock option or incentive stock option pursuant to the Code, or otherwise, the name of the holder thereof, the residence of such holder, the grant date, expiration date, the number of Company Shares issuable thereunder, the exercise price, whether each such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Israeli Income Tax Ordinance or Section 102 of the Israeli Income Tax Ordinance and the applicable sub-section of Section 102 of the Ordinance, and for Company Options subject to Section 102(b)(2) of the Ordinance the date hereofof deposit of such Company Option with the 102 Trustee, none including, the date of deposit of the Company or any applicable board resolution and the date of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to deposit of the Company or one of its Subsidiaries. (d) respective option agreement with the 102 Trustee. Except as set forth in this Section 4.63.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company, Company Capital StockOptions and Company RSUs, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Shares pursuant to the terms of Company Stock Plans. (ec) Neither Except as set forth in Section 3.6 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive anti‑dilutive rights or rights of first refusal or other similar rights with respect to any securities of the CompanyCompany or any of its Subsidiaries.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 100,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13May 1, 2010 2009 (the “Capitalization Date”): (A) 62,828,936 31,236,602 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) there were no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of Since the close of business on the Capitalization Date, there were 12,345,318 the Company has not issued or granted any shares of Company Capital Stock or any Company Securities other than pursuant to the exercise of Company Options granted prior to the date hereof under a Company Stock Plan and pursuant to Company Stock-Based Awards granted prior to the date hereof. (b) As of the Capitalization Date, the Company has reserved 10,799,571 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which as of the Capitalization Date 7,229,038 shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans, and, since such date, no additional shares have been reserved. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 acquire up to 3,132,099 shares of Company Common StockStock (x) with an exercise price per share less than the Price Per Share and (y) with a weighted average exercise price (rounded to the nearest xxxxx) of $3.75, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such datethe Capitalization Date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, and (ii) Company RSUs Stock-Based Awards representing the right to receive 993,098 shares of Company Common Stock, and, since the Capitalization Date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Restricted Stock-Based Awards. As of the close of business on the Capitalization Date, there were outstanding Company Options to acquire up to 3,103,841 shares of Company Common Stock Awards, other with an exercise price per share equal to or greater than as permitted by Section 6.1(b)the Price Per Share. (c) Except as set forth All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in Section 4.6(caccordance 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, nonassessable and free of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiariespreemptive rights. (d) Except as set forth in this Section 4.63.7 or Section 3.7 of the Company Disclosure Letter, as of the Capitalization Date (and since such date, none were granted, committed to grant, reserved, created or assumed) there are were (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements binding arrangements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other securities or ownership interests in, the Company or its Subsidiaries (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), (vi) voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company, (vii) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of the Company to which the Company is a party or by which it is bound, and (vviii) 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. With respect to each Company Stock-Based Award and Company Option, the Company Disclosure Letter sets forth (i) the record owner, (ii) the vesting status (to the extent not fully accelerated at the Effective Time), (iii) the exercise price, and (iv) the Company Plan pursuant to which such Company Stock-Based Award or Company Option was issued. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except . There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. The Company does not have a stockholder rights plan in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Planseffect. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (f) At or prior to the Effective Time, the Company shall have taken all necessary action such that all Company Stock-Based Awards and Company Options shall be cancelled as of the Effective Time, and shall be of no further force or effect thereafter, and, for the avoidance of doubt, no such Company Stock-Based Awards or Company Options shall be assumed by the Surviving Corporation. (g) Except for the Company Stock Plans listed specifically in clause (i) of the definition thereof, there are no Company Stock Plans.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 500,000,000 shares of Company Common Stock, and (ii) 20,000,000 1,000,000 shares of Class B Common Stock and (iii) 50,000,000 shares of Company Preferred Stock, of which 20,000,000 will be designated “Series I Preferred Stock” having the rights and preferences set forth in Exhibit B to the Exchange Agreement (“Company Series I Preferred Stock”) after giving effect to the filing of the Series I Certificate of Designations with the Secretary of State of the State of Delaware pursuant to Section 6.01(e). As of the close of business in New York City on August 13February 22, 2010 2016 (the “Capitalization Date”): (A) 62,828,936 58,269,294 shares of Company Common Stock were issued and 57,863,836 were outstanding, (B) no shares of Class B Common Stock were issued and outstanding, (C) no shares of Company Preferred Stock were issued and outstanding, outstanding and (CD) no 405,458 shares of Company Capital Stock were held by the Company as treasury shares. All outstanding Company Shares are, and all Company Shares or shares of Company Common Series I Preferred Stock are which may be issued pursuant to this Agreement or the Exchange Agreement will be, when issued, duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 2,924,696 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 shares of 3,484,243 Company Common Stock, 1,123,294 Company RSUs Shares and 712 (ii) outstanding Company Restricted Stock Awards andto receive 244,208 Company Shares. Section 3.06(b) of the Company Disclosure Schedule sets forth a complete and accurate list, since as of the close of business on February 23, 2016, of (A) all outstanding Company Options, indicating with respect to each such dateCompany Option the name of the holder thereof, the Company has not Stock Plan pursuant to which it was granted, committed the number of Company Shares subject to such Company Option, the vesting schedule, the exercise price and the date of grant or otherwise created or assumed any obligation and (B) all outstanding Company Restricted Stock, indicating with respect to any Company Options, Company RSUs or such Company Restricted Stock Awardsthe Company Stock Plan pursuant to which it was granted, other than as permitted by Section 6.1(b)the name of the holder thereof, the vesting schedule and the number of Company Restricted Stock held thereby. The Company has made available to Parent complete and accurate copies of all Company Stock Plans, the forms of all stock option agreements evidencing Company Options and the forms of all agreements pursuant to which the currently outstanding Company Restricted Stock were awarded. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter3.06, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are were (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make or issue any payments based on on, or other securities or rights that are derivative of, or provide economic benefit based on, the price or value of any the interests, securities or rights described in the foregoing clauses (i) through (iv) (the items in clauses (i), (ii), (iii), (iv) and (v), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All Company Options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the date of grant, determined in accordance with Section 409A of the Code. (d) Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities Company Securities. Other than pursuant to the Exchange Agreement or in connection with the repurchase or acquisition of Company Shares pursuant to the terms of any Company Stock Plan, there are no outstanding obligations of the CompanyCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 300,000,000 50,000,000 shares of Company Common Stock, of which there were 13,247,566 shares issued and (ii) 20,000,000 shares of Company Preferred Stock. As outstanding as of the close of business in New York City on August 13July 31, 2010 2007 (the “Capitalization Date”): (A) 62,828,936 including 50,000 shares of Company Common Stock were issued Restricted Stock), and outstanding10,000,000 shares of preferred stock, (B) $0.001 par value, of which no shares of Company Preferred Stock were are issued and or outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any preemptive rightsagreement or document to which the Company is a party or by which it is bound. Except as set forth above, as As of the date hereofof this Agreement, there are no shares of Company Common Stock held in treasury by the Company. From and after the Effective Time, the Company has not shares of Parent Common Stock issued in exchange for any shares of Company Capital Restricted Stock will, without any further act of Parent, the Company or any other than pursuant person, become subject to the restrictions, conditions and other provisions of such Company Restricted Stock, and Parent will automatically succeed to and become entitled to exercise of Stock Options or vesting the Company’s rights and settlement of remedies under such Company RSUsRestricted Stock. (b) As of the close of business on the Capitalization DateJuly 31, there were 12,345,318 2007, (i) 1,489,583 shares of Company Common Stock reserved are subject to issuance pursuant to outstanding Company Options for future issuance under the Company Stock Plans an aggregate exercise price of $5,951,945.10, and 2,898,355 (ii) 1,223,767 shares of Company Common Stock reserved are subject to issuance pursuant to outstanding Company Warrants for future issuance under an aggregate exercise price of $8,350,620.77. Part 2.2(b) of the Company ESPP. As Disclosure Schedule sets forth the following information with respect to Company Options and Company Warrants outstanding as of the close date of business this Agreement: (i) the number of shares of Company Common Stock subject to Company Options or Company Warrants; (ii) the exercise prices of such Company Options or Company Warrants; (iii) the dates on which such Company Options or Company Warrants were granted or assumed; (iv) the Company Option Plan pursuant to which such Company Options were granted; and (v) whether, and to what extent, the exercisability of such Company Options or Company Warrants will be accelerated upon consummation of the transactions contemplated by this Agreement or any termination of employment thereafter. (c) The Company has made available to Parent an accurate and complete copy of the Company Option Plans and each form of stock option agreement evidencing any Company Options and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, there were are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option upon consummation of the Merger or any termination of employment thereafter. (d) All outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any all outstanding Company Options, all outstanding Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no Warrants and all outstanding shares of capital stock of, or of each subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other equity or voting interest in, applicable Legal Requirements and (ii) except as would not reasonably be expected to have a Material Adverse Effect on the Company, (ii) no outstanding securities all requirements set forth in applicable agreements or instruments. For the purposes of the Company convertible into or exchangeable for shares of capital stock ofthis Agreement, “Legal Requirements” means any federal, state, local, municipal, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or voting interest inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Companyauthority of any court, (iii) no outstanding options, warrants, rights administrative agency or commission or other commitments governmental authority or agreements to acquire from the Companyinstrumentality, foreign or that obligates the Company to issuedomestic (each, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (ia “Governmental Entity”), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 150,000,000 shares of Company Common Stock, and (ii) 20,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13May 3, 2010 2018 (the “Capitalization Date”): (A) 62,828,936 54,914,530 shares of Company Common Stock were issued and outstanding, outstanding and (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. As of the closing of business in New York City on the date of this Agreement, the sum of (x) the number of issued and outstanding shares of Company Common Stock and (y) the number of shares of Company Common Stock covered by outstanding Company Restricted Stock Units does not exceed 57,134,787. No shares of capital stock of the Company are owned by any Subsidiary of the Company. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business in New York City on the Capitalization Date, there were 12,345,318 1,550,551 shares of Company Common Stock reserved for future issuance under the Company Stock Plans Plan and 2,898,355 920,737 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business in New York City on the Capitalization Date, there were (i) no outstanding Company Options to purchase 10,925,583 shares of Company Common Stock and (ii) outstanding Company Restricted Stock Units covering 2,220,257 shares of Company Common Stock. All shares of Company Common Stock reserved for issuance will be, 1,123,294 Company RSUs when issued, duly authorized, validly issued, fully paid, nonassessable and 712 Company Restricted Stock Awards and, since such datefree of any preemptive rights. Since the Capitalization Date, the Company has not grantedissued any shares of Company Capital Stock or other rights or securities exercisable, committed to grant convertible into or otherwise created or assumed any obligation with respect to any exchangeable for shares of Company Options, Company RSUs or Company Restricted Stock AwardsCapital Stock, other than as expressly permitted by Section 6.1(b5.1(b). (c) Except as set forth in Section 4.6(c3.6(a) of the Company Disclosure Letter, and Section 3.6(b) or as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth may be issued in this compliance with Section 4.65.1(b), there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to issue, deliver, sell, grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) no stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or other equity equivalent or equity-based awards or rights or other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Securities or revenues, earnings, financial performance or any other attribute of the Company. (d) Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to (A) repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansPlan or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company, any of its Subsidiaries, or any other Person, (B) register any Company Securities or (C) grant, extend or enter into any such agreements relating to any Company Securities. All outstanding Company Options and Company Restricted Stock Units have been issued in compliance in all material respects with all applicable Laws and all requirements set forth in the applicable Company Stock Plan. None of the Company or any Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or relating to the disposition, voting or dividends with respect to any Company Securities. (e) Section 3.6(e) of the Company Disclosure Letter sets forth a true and complete list of all grants of Company Restricted Stock Units outstanding as of the Capitalization Date, specifying, on a holder-by-holder basis, (i) a unique identification number for each holder, (ii) the number of shares subject to each such Company Restricted Stock Unit grant, (iii) the grant date of each such Company Restricted Stock Unit grant, (iv) the vesting schedule of each such Company Restricted Stock Unit grant, including any accelerated vesting such Company Restricted Stock Unit grant may be subject to and the trigger for such accelerated vesting, (v) the expiration date of each such Company Restricted Stock Unit grant, to the extent applicable, and (vi) the Company Stock Plan under which the Company Restricted Stock Units were granted. With respect to each grant of Company Restricted Stock Units, (A) each such grant was duly authorized no later than the date on which the grant of such Company Restricted Stock Unit was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board or an authorized committee thereof, and any required approval by the Company Stockholders, and the award agreement governing such Company Restricted Stock Unit was duly executed and delivered by each party thereto within a reasonable time following the Grant Date; (B) each such grant was made in all material respects in accordance with the terms of the Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of the Nasdaq; (C) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Company Restricted Stock Unit in the Company’s Tax Returns and the Company SEC Reports, respectively, and (D) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. (f) Neither the Company nor any Subsidiary of its Subsidiaries the Company is a party to any agreement Contract relating to the holding, redemption, repurchase, disposition or voting of, requiring registration of, or granting any preemptive rights, subscription rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to to, any securities of the Company or any Subsidiary of the Company or that restricts the transfer of, any capital stock or other voting securities or equity interests of the Company or any Subsidiary of the Company.

Company Capitalization. (a) The authorized capital stock of the Company currently consists of exclusively of: (i) 300,000,000 60,000,000 shares of Company Common Stock, of which, as of December 31, 2016 (the "Company Capitalization Date"), 17,242,645 shares were issued and outstanding; and (ii) 20,000,000 1,000,000 shares of the Company's preferred stock, $1.00 par value per share ("Company Preferred Stock. As "), of which no shares were designated and outstanding as of the close of business in New York City on August 13, 2010 (the “Company Capitalization Date”): . The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) 62,828,936 shares with the stockholders of the Company Common Stock were on any matter. All of the issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are validly issuedfully paid, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Company Capitalization Date, there no shares of Company Capital Stock were 12,345,318 reserved for issuance except for: (i) 1,870,853 shares of Company Common Stock reserved for future issuance in connection with stock options, restricted stock units, or other equity awards under the Company Stock Plans and 2,898,355 Plans; (ii) 1,677,550 shares of Company Common Stock reserved for issuance pursuant to future issuance awards under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 Stock Plans; and (iii) 169,750 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, reserved for issuance in connection with the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Warrants. (c) Except as set forth in listed on Section 4.6(c3.5(c) of the Company Disclosure LetterSchedules, other than awards under the Company Stock Plans that are outstanding as of the date of this Agreement, no equity-based awards were outstanding as of the Company Capitalization Date. Since the Company Capitalization Date through the date hereof, none the Company has not: (i) issued or repurchased any shares of Company Common Stock or Company Preferred Stock or other equity securities of the Company, other than in connection with the exercise of the Company Equity Awards that were outstanding on the Company Capitalization Date or settlement thereof, in each case in accordance with the terms of the relevant the Company Stock Plan; or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock or any other equity-based awards. From the Company Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has: (A) accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards; (B) with respect to executive officers of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Stock Plan. (d) Except as set forth None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. As of the date of this Section 4.6, Agreement there are are: (i) other than outstanding Company Equity Awards and the Warrants, no outstanding shares of capital stock ofsubscriptions, or other equity or voting interest inContracts, the Companyconversion privileges, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights calls or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by rights obligating the Company or any of its Subsidiaries to make issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any payments based on the price or value shares of any Company Securities. Neither capital stock of the Company nor or any of its Subsidiaries is a party to any Contract which obligate Subsidiaries; and (ii) no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition shares of Company Common Stock pursuant or any equity security of the Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the terms Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock Plans. (e) Neither have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company nor or any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal and no dividends or other similar rights with respect to distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to the stockholders of the Company. Other than its Subsidiaries, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of 150,000,000 Company Common StockShares, and (ii) 20,000,000 2,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13September 3, 2010 2013 (the “Capitalization Date”): (A) 62,828,936 shares of 94,986,750 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 2,776,260 Company Common Stock Shares reserved for future issuance under the Company Stock Plans Plan and 2,898,355 shares of 365,661 Company Common Stock Shares reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 shares of 15,492,577 Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, Shares under the Company has not granted, committed Stock Plan and (ii) outstanding Company Warrants to grant or otherwise created or assumed any obligation with respect to any purchase 184,628 Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Shares. (c) Except as otherwise set forth in this Section 4.6(c) of the Company Disclosure Letter4.6, as of the date hereofof this Agreement, none there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, voting rights, registration rights, repurchase rights, agreements, arrangements, calls, commitments, anti-dilutive rights, rights of first refusal or other rights of any kind, nor any Contract to which the Company or any of its Subsidiaries are party that relates to any of the foregoing, in each case that obligates the Company or any of its Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of equity securities, partnership interests or similar ownership interests of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to from the Company or one of its Subsidiaries. (d) , and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as otherwise set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate character obligating the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or cause to be repurchased, redeemed or otherwise acquired or options (other than Company Options) to acquire any shares of equity securities, partnership interests or similar ownership interests of the Company Securitiesor any of its Subsidiaries. Except as otherwise set forth in this Section 4.6, except in connection the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the repurchase or acquisition stockholders of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor on any matter. Except as otherwise set forth in this Section 4.6, there are no commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which it is bound obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any agreement relating to the subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and there is no voting oftrust, requiring registration ofproxy, or granting any preemptive rightsrights plan, anti-dilutive rights or rights of first refusal antitakeover plan or other similar rights agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries. (d) There are no outstanding contractual commitments of the Company or any of its Subsidiaries which obligate the Company or its Subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. (e) With respect to the Company Options issued pursuant to the Company Stock Plan, (i) each grant of an option was duly authorized no later than the date on which the grant of such option was by its terms to be effective on the date the option was granted (the “Grant Date”) by all necessary corporate action and was duly executed and delivered by each party thereto within a reasonable time following the Grant Date and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant, (ii) all options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the Grant Date and no option has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option, in each case, as determined in accordance with Section 409A of the Code, (iii) each such grant was made in accordance with the terms of the Company Stock Plan and all applicable Laws, including valid exemptions from registration under the Securities Act and all other applicable securities Laws, (iv) the Company Stock Plan and the Company ESPP are the only plans or programs the Company maintains under which outstanding options to acquire Company Shares or other compensatory equity-based awards have been or may be granted and there are no options or rights to acquire Company Shares or any other equity-based awards with respect to Company Shares outstanding other than the Company Options granted and outstanding under the Company Stock Plan and the Company ESPP, (v) the Company has made available to Parent true, correct and complete copies of each form of award agreement, (vi) no Company Options differ in any material respect from such form agreements, (vii) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement such Company Options in any case from the forms provided to Parent and (viii) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company. Section 4.6(e) of the Company Disclosure Letter contains a true and complete list as of the date of this Agreement of (i) the number of Company Options and (ii) (A) the dates on which such Company Options were granted and (B) the exercise or base price of such Company Options. All shares of Company Capital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 180,000,000 shares of Company Common Stock, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13October 14, 2010 2011 (the “Capitalization Date”): ), (A) 62,828,936 117,314,532 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no 324,391 shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 1,941,884 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 4,400,580 shares of Company Common Stock, 1,123,294 Company RSUs Stock and 712 657,928 Company Restricted Stock Awards 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, Company RSUs Options or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). Section 4.5(b) of the Company Disclosure Letter sets forth, as of the close of business in New York City on the Capitalization Date, a list of each outstanding Company Option and Restricted Stock Award (collectively, the “Company Equity Awards”) granted under the Company Stock Plans and (i) the name of the holder of such Company Equity Award, (ii) the number of shares of Common Stock subject to such outstanding Company Equity Award, (iii) the date on which such Company Equity Award was granted or issued, (iv) the applicable vesting schedule, and (v) with respect to Company Options, the exercise price or base price of such Company Option and the date on which such Company Option expires. (c) Except as set forth in Section 4.6(c4.5(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.64.5, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debtVoting Debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) ), and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of shares of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither Except as set forth on Section 4.5(e) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration ofof (other than agreements pursuant to which the Company’s registration obligations have already been satisfied), or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 11,000,000,000 shares of Company Common Stock, Stock and (ii) 20,000,000 500,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13March 22, 2010 2018 (the “Capitalization Date”): (A) 62,828,936 1,041,546,439 shares of Company Common Stock were issued and 958,118,536 were outstanding, (B) no 10,000,000 shares of Company Preferred Stock were issued and outstanding, 10,000,000 were outstanding and (C) no 55,969,390 shares of Company Capital Common Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 12,516,072 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlan. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 14,295,247 Company Shares and (ii) 1,371,268 shares of Company Common Restricted Stock outstanding. Section 3.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the close of business on the Capitalization Date of (A) all outstanding Company Options, indicating with respect to each such Company Option, the name of the holder thereof, the Company Stock Plan pursuant to which it was granted, the number of Company Shares subject to such Company Option, the vesting schedule, the exercise price and the date of grant, and (B) all outstanding awards of Company Restricted Stock, 1,123,294 Company RSUs and 712 indicating with respect to each such Company Restricted Stock Awards award, the name of the holder thereof, the vesting schedule, the number of shares of Company Restricted Stock held thereby and the date of grant. As of the Capitalization Date, there were accumulated payroll contributions under the then-current offering period under the ESPP in the amount of $1,318,391. Section 3.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the close of business on the Capitalization Date, of the Partnership Common Units, Partnership Preferred Units and Partnership LTIP Units, indicating with respect to each, the name of the holder thereof and, since such dateif applicable, the vesting schedule, hurdle or threshold amount and date of grant. An election under Section 83(b) of the Code was validly and timely made with respect to each Partnership LTIP Unit. The Partnership LTIP Units are “profits interests” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 (“Rev. Proc. 93-27”), and the Company has not granted, committed to grant performed any acts or otherwise created or assumed taken any obligation position that is inconsistent with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)the application of Rev. Proc. 93-27. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter3.06, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are were (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make or issue any payments based on on, or other securities or rights that are derivative of, or provide economic benefit based on, the price or value of any the interests, securities or rights described in the foregoing clauses (i) through (iv) (the items in clauses (i), (ii), (iii), (iv) and (v), together with the capital stock of the Company, being referred to collectively as “Company Securities”). Neither All Company Options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the date of grant, determined in accordance with Section 409A of the Code. There are no accrued and unpaid dividends or dividend equivalent rights with respect to any outstanding Company Options, Company Restricted Stock or Partnership LTIP Units. (d) Except for the Voting Agreement and the Class B Exchange Agreement, neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities Company Securities. Other than pursuant to the Class B Exchange Agreement or in connection with the repurchase or acquisition of Company Shares pursuant to the terms of any Company Stock Plan, there are no outstanding obligations of the CompanyCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized capital stock of the Company consists of exclusively of: (i) 300,000,000 215,000,000 shares of Company Common Stock, of which 6,513,694 shares (none of which are Company Restricted Shares) were issued and outstanding as of January 25, 2017 (the "Company Capitalization Date"); and (ii) 20,000,000 200,000 shares of Company Preferred Stock. As , (x) 1,092 of which are designated as Series B Preferred Stock, 209 of which are issued and outstanding as of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstandingdate hereof, and (Cy) no shares 2,636 of which are designated as Series D Preferred Stock, 2,635.5462 of which are issued and outstanding as of the date hereof. The Company Capital Stock were held by does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company as treasury shareson any matter. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock have been validly issued and are validly issued, fully paid and nonassessable nonassessable, and free none of such shares were issued in violation of, or without compliance with, any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Company Capitalization Date, there no shares of Company Capital Stock were 12,345,318 reserved for issuance except for: (i) 332 shares of Company Common Stock reserved for future issuance under the in connection with Company Stock Plans and 2,898,355 Options; (ii) 1,945.6434 shares of Company Common Stock reserved for future issuance in connection with certain deferred compensation benefits payable pursuant to the Director Deferred Plan and the Executive Deferred Plan (each as defined in Section 5.7 below); and (iii) 33,321.1543 shares of Company Common Stock reserved for issuance pursuant to outstanding restricted stock units granted under the Company ESPPStock Plans. The Company has, with respect to each Dividend Period (as defined in the Certificate of Designations for the Series D Preferred Stock), declared and paid in full the full amount of the dividend payments contemplated by the Certificate of Designations for the Series D Preferred Stock, in each case within 5 Business Days after the applicable Dividend Payment Date (as defined in the Certificate of Designations for the Series D Preferred Stock). As of the close date of business on the Capitalization Datethis Agreement, there were except as set forth in Section 3.5(a) and this Section 3.5(b), no shares of Company Capital Stock or options, warrants or other securities convertible into or exercisable or exchangeable for shares of Company Capital Stock are issued, reserved for issuance or outstanding Company Options to purchase 10,925,583 (other than shares of Company Common Stock, 1,123,294 Stock issuable upon exercise of Company RSUs and 712 Company Restricted Stock Awards and, since such date, Options outstanding as of the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(bCapitalization Date). (c) Except Schedule 3.5(c) sets forth a list of each equity-based award outstanding as set forth in Section 4.6(c) of the Company Disclosure LetterCapitalization Date, as including the exercise price of the date hereof, none of each Company Stock Options. Since the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to Capitalization Date, the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are has not: (i) no outstanding issued or repurchased any shares of capital stock of, Company Common Stock or Company Preferred Stock or other equity or voting interest in, securities of the Company, other than in connection with the exercise of Company Equity Awards that were outstanding on the Company Capitalization Date or settlement thereof, in each case in accordance with the terms of the relevant Company Stock Plan; or (ii) no outstanding securities of the Company convertible into issued or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding awarded any options, warrantsstock appreciation rights, rights restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest inPreferred Stock, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of equity-based awards. From the Company to grantCapitalization Date through the date of this Agreement, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither neither the Company nor any of its Subsidiaries is a party to any Contract which obligate has: (A) accelerated the Company vesting of or any lapsing of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights restrictions with respect to any securities stock-based compensation awards or long-term incentive compensation awards; (B) with respect to executive officers of the CompanyCompany or its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Stock Plan.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 150,000,000 shares of Company Common Stock, Shares and (ii) 20,000,000 5,000,000 shares of preferred stock, $0.001 par value per share, of the Company (“Preferred Stock”). As of the close date of business in New York City on August 13this Agreement (i) 23,444,234 Common Shares were issued and outstanding, 2010 (the “Capitalization Date”): (Aii) 62,828,936 no shares of Company Common Preferred Stock were issued and outstanding, (Biii) 3,750,000 Common Shares were reserved for issuance pursuant to the Company Stock Plan, of which 2,038,061 Common Shares are subject to outstanding Options, (iv) 3,087,500 Common Shares were reserved for issuance pursuant to outstanding Warrants and (v) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Common Shares were held by in the Company as treasury sharesof the Company. All outstanding shares of capital stock of the Company Common Stock have been, and all shares that may be issued pursuant to any Options or Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are validly (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, in this Section 3.05 and as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in on Section 4.6(c) 3.05 of the Company Disclosure LetterSchedule, as of or for changes since the date hereof, none of this Agreement resulting from the exercise of Options or Warrants outstanding on such date and disclosed on Section 3.05 of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Disclosure, there are not now, and at the Effective Time there will not be, any outstanding (i) no outstanding shares of capital stock of, or other equity or voting interest in, securities of the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iii) no outstanding options, warrants, rights warrants or other commitments rights, agreements or agreements arrangements to acquire from the Company, or that obligates other obligations or commitments of the Company to issue, transfer or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities or other equity interests in, the Company or any Subsidiary of the Company, (iv) restricted shares, restricted share 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 of, any capital stock of, or other equity voting securities or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest ownership interests in, the Company, (ivv) no obligations of the Company to grantvoting trusts, extend or enter into any subscription, warrant, right, convertible or exchangeable security proxies or other similar agreement agreements or commitment relating understandings to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by which the Company or any of its Subsidiaries is a party granting to make any payments based on person or group of persons the price right to elect, or value to designate or nominate for election, a director to the Company Board or by which the Company or any of its Subsidiaries is bound with respect to the voting of any Company Securities. Neither shares of capital stock of the Company nor or any of its Subsidiaries, (vi) contractual obligations or commitments of any character to which the Company or any of its Subsidiaries is a party to or by which the Company or any Contract which obligate of its Subsidiaries is bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company or any of its Subsidiaries, or (vii) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with of the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities capital stock of the Company. No capital stock of the Company is owned by any Subsidiary of the Company. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Option as a result of the Merger. All outstanding Company Shares, all outstanding Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities Laws and other applicable Laws and (ii) all requirements set forth in applicable contracts.

Company Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists consisted of (i) 300,000,000 75,000,000 shares of common stock, par value $0.001 per share (the “Company Common Capital Stock, and (ii) 20,000,000 shares of Company Preferred Stock”). As of the close date of business in New York City on August 13this Agreement, 2010 (the “Capitalization Date”): (Ai) 62,828,936 24,375,000 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (Cii) no 2,437,500 shares of Company Stock were reserved for issuance (including shares underlying outstanding stock options and other convertible securities of the Company) pursuant to the incentive plans listed in Section 3.20(a) of the Company Disclosure Letter. Section 3.20(a) of the Company Disclosure Letter sets forth a list of each outstanding option or other equity award, the exercise price, expiration date and the name of each option or equity award holder. (b) As of the date of this Agreement, all of the issued and outstanding shares of Company Capital Stock were held (i) are owned of record and beneficially, directly or indirectly, by the Company as treasury shares. All outstanding shares Bancorp, free and clear of Company Common Stock all Liens, and (ii) have been duly authorized, validly issued and are validly issued, fully paid and nonassessable non-assessable and free were not issued in violation of any preemptive rights. Except as set forth above, as in Section 3.20 of the date hereofCompany Disclosure Letter, there are no outstanding options, warrants, convertible securities, “tag along” or “drag along” rights or other rights, agreements, arrangements or commitments relating to the Company has not issued Capital Stock obligating the Company or any of its Affiliates, at any time or upon the occurrence of certain events, to offer, issue, sell, transfer, vote, redeem or otherwise dispose of or sell any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPStock. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) 3.20 of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock ofIndebtedness that could entitle or convey to any Person the right to vote, or other equity that is convertible into or voting interest inexercisable for, the Company, Company Capital Stock or (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights convertible securities or other rights, agreements, arrangements or commitments that entitle or agreements convey to acquire from any Person the Company, or that obligates the Company right to issue, vote with Bancorp on any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations matter in respect of the Company to grantCapital Stock absent the exercise or conversion thereof. Except as set forth on Section 3.20 of the Company Disclosure Letter, extend or enter into any subscription, warrant, right, convertible or exchangeable security there are no voting trusts or other similar agreement agreements or commitment relating understandings outstanding with respect to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock. As of the Effective Time, being referred to collectively as “Company Securities”) and (v) no other obligations by the extent any of the Company or any Rights have not been exercised prior to the Closing Date, all of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is Rights shall have been cancelled and terminated, either for no consideration or solely in exchange for the right to receive a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities portion of the CompanyMerger Consideration as provided in Section 2.5 and set forth on Schedule 2.5(c), as the case may be.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 25,000,000 shares of Company Common Stock, of which, as of September 30, 2000: (A) 9,489,760 shares were issued and outstanding (each, together with a preferred stock purchase right (the "Rights") issued pursuant to the Rights Agreement dated as of September 28, 1998, by and between Company and American Securities Transfer and Trust Inc. (the "Company Rights Agreement")), (B) 1,252,273 shares were reserved for future issuance pursuant to grants under Company's 1997 Employee Stock Purchase Plan, as amended (the "Company ESPP") or outstanding stock options, grants or awards (collectively, the "Stock Awards") granted pursuant to Company's 1995 Stock Option Plan, as amended, Company's Non-Qualified Stock Option Plan, as amended, Company's Incentive Stock Option Plan, as amended, and Company's 1999 Stock Option Plan (collectively, the "Option Plans"), (C) no shares were reserved for future issuance pursuant to outstanding warrants, and (D) 408,165 shares were issued and held in treasury, and (ii) 20,000,000 10,000,000 shares of Preferred Stock, par value $ 0.05 per share, of which none was issued and outstanding. Except as described in this Section 4.3, as of the date of this Agreement, no shares of capital stock of Company are reserved for issuance for any other purpose. Since September 30, 2000, no shares of capital stock have been issued by Company except pursuant to agreements for which shares were adequately reserved at such date and which are disclosed under clause (B) of this subsection (a). Since September 30, 2000, Company has not granted options for, or other rights to purchase or otherwise acquire, more than 25,000 shares of Company Preferred Common Stock. As Each of the close issued shares of business capital stock of Company is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in New York City violation of (nor are any of the authorized shares of capital stock subject to) any preemptive or similar rights or agreement to which Company is a party or is bound, and all such issued shares owned by Company or a subsidiary of Company are owned free and clear of all security interests, liens, pledges, charges or other encumbrances of any nature whatsoever. (b) No bonds, debentures, notes or other indebtedness of Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on August 13, 2010 any matters on which stockholders may vote (the “Capitalization Date”): (A"Voting Debt") 62,828,936 is issued or outstanding. All shares of Company Common Stock were which may be issued pursuant to the Option Plans will, when issued in accordance with the terms of the related Option Plan and outstandingStock Award, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are be validly issued, fully paid and nonassessable and free of any not subject to preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except (i) as set forth in Section 4.6(c4.3(a) above, or (ii) pursuant to the Rights Agreement, there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of the Company Disclosure Letter, as of the date hereof, none of the any character to which Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed subsidiaries is a party relating to the capital stock of Company (issued or unissued) or the Voting Debt of Company. There are no voting trusts, proxies or other agreements or understandings to which Company or one any of its Subsidiariessubsidiaries is a party or by which Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock of Company. (d) Except Company has previously delivered to Acquiror a complete and correct list setting forth as set forth in this Section 4.6of September 30, there are 2000, (i) no outstanding shares the number of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.Awards outstanding,

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of 10,000,000 Company Common StockShares, and (ii) 20,000,000 2,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13June 29, 2010 2015 (the “Capitalization Date”): (A) 62,828,936 shares of 5,197,182 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of (i) outstanding Company Common Options to purchase 64,000 Company Shares under the Company Stock reserved for future issuance Plans, and (ii) outstanding 165,491 unvested Company Restricted Shares under the Company Stock Plans (which unvested Company Restricted Shares are also included in the number of issued and 2,898,355 shares of outstanding Company Common Stock reserved for future issuance under the Company ESPPShares set forth in Section 4.6(a)(A)). As of the close of business on the Capitalization Date, there were sufficient Company Shares reserved under the Company Stock Plans for issuance upon exercise of outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as may otherwise be set forth in this Section 4.6(c) 4.6 or in the corresponding section of the Company Disclosure Letter, as there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, voting rights, registration rights, repurchase rights, agreements or commitments or any rights of first refusal to which the Company is party that relates to any of the date hereofforegoing, none in each case that obligates the Company to issue, deliver or sell or cause to be issued, delivered or sold any shares of capital stock or similar ownership interests of the Company, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of equity securities, partnership interests or similar ownership interests of the Company from the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as otherwise set forth in this Section 4.6 or in the corresponding section of the Company Disclosure Letter, there are no outstanding commitments or agreements of any character obligating the Company to repurchase, redeem or otherwise acquire or cause to be repurchased, redeemed or otherwise acquired or options to acquire any shares of equity securities or similar ownership interests of the Company. Except as otherwise set forth in this Section 4.6 or in the corresponding section of the Company Disclosure Letter, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as otherwise set forth in this Section 4.6 or in the corresponding section of the Company Disclosure Letter, there are no commitments or agreements to which the Company is a party or by which it is bound obligating the Company to grant, extend, accelerate the vesting of or enter into any subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries. (d) There are no outstanding contractual commitments of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to which obligate the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on material investment (in the price form of a loan, capital contribution or value of otherwise) in any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plansother Person. (e) Neither With respect to the Company nor Options and Company Restricted Shares issued pursuant to the Company Stock Plans, (i) each grant of a Company Option was duly authorized no later than the date on which the grant of such option was by its terms to be effective (the “Grant Date”) by all necessary corporate action and was duly executed and delivered by each party thereto within a reasonable time following the Grant Date and no such grants involved any “back dating” or similar practices with respect to the effective date of its Subsidiaries grant, (ii) all Company Options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the Grant Date and no Company Option has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option, in each case, as determined in accordance with Section 409A of the Code, (iii) each such grant was made in accordance with the terms of the Company Stock Plans and all applicable Laws, including valid exemptions from registration under the Securities Act and all other applicable securities Laws, (iv) the Company Stock Plans are the only plans or program the Company maintains under which outstanding options to acquire Company Shares or other compensatory equity-based awards have been or may be granted and there are no options or rights to acquire Company Shares or any other equity-based awards with respect to Company Shares outstanding other than the Company Options and Company Restricted Shares granted and outstanding under the Company Stock Plans, (v) the Company has made available to LKQ and Parent true, correct and complete copies of each form of award agreement evidencing grants of Company Options or Company Restricted Shares, (vi) there is no agreement, arrangement or understanding (written or oral) to which the Company is a party to any agreement relating materially amend, modify or supplement such Company Options and/or Company Restricted Shares from the forms provided to LKQ and Parent and (viii) each such grant was properly accounted for in all material respects in accordance with GAAP in the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities financial statements (including the related notes) of the Company. Section 4.6(e) of the Company Disclosure Letter contains a true and complete list of (i) the number of shares purchasable under Company Options and the number of Company Restricted Shares that were outstanding on the Capitalization Date, and (ii) (A) the dates on which such Company Options and Company Restricted Shares were granted and (B) the exercise or base price of such Company Options. All shares of Company Capital Stock subject to issuance on exercise of Company Options as aforesaid, upon their issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 40,000,000 shares of Company Common Stock, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13June 17, 2010 (the “"Capitalization Date”"): (A) 62,828,936 17,085,448 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no 1,325,226 shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as Since the close of business on the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options granted under the Company Stock Options or vesting and settlement of Company RSUsPlan. (b) As of the close of business on the Capitalization Date, there were 12,345,318 The Company has reserved 6,000,000 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plan, of which 3,373,676 shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plan. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 3,373,676 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, Options other than as permitted by this Agreement. All outstanding Company Options have been offered, issued and delivered by the Company in compliance with all applicable laws, including federal and state securities laws, and in compliance with the terms and conditions of the Company Stock Plan. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the Company Stock Plan will 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, nonassessable and free of preemptive rights. The copies of the Company Stock Plan that are filed as exhibits to the Company SEC Reports are complete and correct copies thereof as in effect on the date hereof. Section 6.1(b)2.7(b) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Options, including the date on which each such Company Option was granted, the domicile address of such holder, the number of shares of Company Common Stock subject to such Company Option, the expiration date of such Company Option, the price at which such Company Option may be exercised, the vesting schedule for such option, including the extent to which such option is vested as of date of this Agreement and 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, whether such option is a Nonstatutory Option or an incentive stock option as defined in Section 422 of the Code, and whether such option is subject to Section 409A of the Code. (c) Except With respect to the Company Options, (i) each Company Option intended to qualify as set forth an "incentive stock option" under Section 422 of the Code so qualifies, (ii) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Board of Directors (or a duly constituted and authorized committee thereof), or a duly authorized delegate thereof, and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto no later than the Grant Date, (iii) each such grant was made in Section 4.6(caccordance with the terms of the Company Stock Plan under which it was granted, the 1934 Act and all other applicable laws, (iv) the per-share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable date of grant, and (v) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company Disclosure Letterand disclosed in the Company SEC Documents in accordance with the 1934 Act and all other applicable laws. The Company has not granted, as and there is no and has been no Company policy or practice to grant, Company Options prior to, or otherwise coordinate the grant of Company Options with, the date hereof, none release or other public announcement of material information regarding the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiariestheir financial results or prospects. (d) Except as set forth in this Section 4.62.7 or in Section 2.7(d) of the Company Disclosure Schedule, as of the date hereof there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the CompanyCompany (other than as a result of the vesting and exercise of the Company Options to purchase 3,373,676 shares of Company Common Stock, each as set forth in Section 2.7(b)), (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements arrangements to acquire from the Company, or that obligates or commits the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other voting securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “"Company Securities”"), (vi) no voting trusts, proxies or other similar agreements or understandings to which Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company, (vii) no obligations or commitments of any character restricting the transfer of any shares of capital stock of the Company to which the Company is bound, and (vviii) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except other than the Company's right to withhold shares of Company Common Stock in connection with the repurchase vesting or acquisition exercise of Company Common Stock pursuant Options. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the terms of Company Stock PlansCompany. (e) Neither Except as set forth in Section 2.7(e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any agreement Contract currently in force relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights rights, co-sale rights, or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 200,000,000 shares of Company Common Stock, Stock and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13May 2, 2010 2014, (the “Capitalization Date”): (A1) 62,828,936 78,935,852 shares of Company Common Stock were issued and outstandingoutstanding and 7,607,273 shares of Company Common Stock were issuable upon exercise of outstanding Company Options, whether granted pursuant to the Company Stock Plan or otherwise, (B2) no shares of Company Preferred Stock were issued and outstanding, outstanding and (C3) no 10,400,000 shares of Company Capital Common Stock were held by reserved for issuance under the Company Stock Plan (which number includes the shares of Company Common Stock issued to date or issuable upon exercise of outstanding Company Options, as treasury sharesdescribed in clause (1)). All outstanding shares of Company Common Stock are are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as right of the date hereofrepurchase, right of participation, right of maintenance, right of first refusal, or similar rights and not subject to any vesting conditions or forfeiture restrictions. (b) Since December 31, 2013, the Company has not (i) issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUs. (bii) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, stock appreciation rights, phantom stock or other rights or other commitments or agreements to acquire from the Company RSUs or that obligates the Company Restricted to issue, any capital stock of, or other Equity Interest or voting interest in, the Company. Section 4.7(b) of the Company Disclosure Letter sets forth, with respect to each Company Option, (1) the name of each holder of such Company Option and an indication of whether such holder is a current or former employee, director or consultant of the Company or its Subsidiaries, (2) the date each such Company Option was granted, (3) the number of shares of Company Common Stock Awardssubject to each such Company Option, other than (4) the expiration date of each such Company Option, (5) the exercise price of each such Company Option, (6) whether each such Company Option was granted under the Company Stock Plan and (7) whether or not each such Company Option is intended to qualify as permitted by an “incentive stock option” under Section 6.1(b)422 of the Code. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.64.7, there are (i) no outstanding shares of capital stock of, or other equity Equity Interest or voting interest in, the Company, (ii) no outstanding securities of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity Equity Interest or voting interest in, the Company, (iii) no outstanding options, stock appreciation rights, warrants, phantom stock, rights or other commitments or agreements to acquire from the CompanyCompany or any of its Subsidiaries, or that obligates the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of, or other equity Equity Interest or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity Equity Interest or voting interest in, the Company, (iv) no 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 of, or other equity Equity Interest or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Section 4.7(c) of the Company Disclosure Letter sets forth, except as of the date of this Agreement, the immediately available cash held by the Company and its Subsidiaries free of any Lien in connection with bank accounts of the repurchase Company or acquisition its Subsidiaries, net of Company Common Stock pursuant to all Indebtedness outstanding as of the terms of Company Stock Plansdate hereof and any issued but uncleared checks and drafts, in each case on a consolidated basis. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (e) With respect to the Company Options, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company or its Subsidiaries, (i) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Option was made in accordance with the terms of the Company Stock Plan, the Exchange Act and all other applicable Laws and regulatory rules or requirements, including the rules of Nasdaq and any other exchange on which Seller securities are traded and (iii) the per share exercise price of each Company Option was not less than the fair market value (within the meaning of Section 409A of the Code or, if intended to qualify as an incentive stock option, within the meaning of Section 422 of the Code) of a share of Company Common Stock on the date on which such Company Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Company Options prior to, or otherwise coordinating the grant of Company Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their results of operations or prospects. The Company has delivered or otherwise made available to Parent copies of all equity plans covering the Company Options and the forms of all stock option agreements evidencing such Company Options and any award agreement evidencing any Company Option that contains material terms that are inconsistent with, or in addition to, such forms (except with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, the vesting schedule or the expiration date, as applicable).

Company Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of (i) 300,000,000 shares of NIS 120,000,000 divided into 12,000,000 Company Common StockShares, and (ii) 20,000,000 shares of Company Preferred StockNIS 10.00 par value per share. As of At the close of business in New York City on August 13February 9, 2010 2018 (the “Capitalization Date”): ), (Ai) 62,828,936 shares of 9,399,635 Company Common Stock Shares were issued and outstanding, (Bii) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Shares were held by the Company as treasury shares. All in its treasury, and (iii) there were outstanding shares of Company Common Stock are validly issuedOptions to purchase 402,500 Company Shares, fully paid and nonassessable and free of any preemptive rights168,000Company Shares reserved for future grants under the Company Option Plans. Except as set forth above, as at the close of business on February 9, 2018, no shares of or other voting securities of the date hereofCompany were issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights, subscription right or any similar right under any provision of Law (including the ICL), the Charter Documents or any Contract to which the Company is otherwise bound. Since the Capitalization Date, the Company has not (x) issued any shares Company Shares or Company Options or other securities or rights to acquire Company Shares or other rights that give the holder thereof any economic benefit accruing to the holders of any Company Capital Stock Shares, other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUs. (by) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (cb) Except as set forth in Section 4.6(c3.6(b) of the Company Disclosure LetterLetter lists with respect to each outstanding Company Option, the Company Option Plan under which such Company Option was issued, whether such Company Option is currently intended to qualify as a nonqualified stock option or incentive stock option pursuant to the Code, or otherwise, the name of the date hereofholder thereof, none the residence of such holder, the grant date, expiration date, the number of Company Shares issuable thereunder, the exercise price, the vesting schedule thereof (including any acceleration terms), whether each such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable sub-section of Section 102 of the Ordinance, and for Company Options subject to Section 102(b)(2) or any Section 102(b)(3) of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Ordinance the date of deposit of such Company Option with the 102 Trustee. The Company Option Plans (including all amendments) have been duly approved by the Company or one Board. The Company has made available to Parent complete and accurate copies of its Subsidiaries. all (dx) Company Option Plans, and (y) forms of share option agreements evidencing Company Options. Except as set forth in this Section 4.63.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company Capital Stockand Company Options, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Shares pursuant to the terms of Company Stock Option Plans. (ec) Neither Except as set forth in Section 3.6 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the CompanyCompany or any of its Subsidiaries.

Company Capitalization. (a) The authorized capital stock of the Company currently consists of exclusively of: (i) 300,000,000 18,000,000 shares of Company Common Stock, of which, as of November 30, 2015 (the “Company Capitalization Date”), 11,920,597 shares were issued and outstanding; and (ii) 20,000,000 1,000,000 shares of the Company’s preferred stock, $0.01 par value per share (“Company Preferred Stock. As ”), of which no shares were designated and outstanding as of the close of business in New York City on August 13, 2010 (the “Company Capitalization Date”): . The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) 62,828,936 shares with the stockholders of the Company Common Stock were on any matter. All of the issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are validly issuedfully paid, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Company Capitalization Date, there no shares of Company Capital Stock were 12,345,318 reserved for issuance except for 585,155 shares of Company Common Stock reserved for future issuance in connection with stock options, restricted stock units, or other equity awards under the Company Stock Plans. (c) Other than awards under the Company Stock Plans and 2,898,355 that are outstanding as of the date of this Agreement, no equity-based awards were outstanding as of the Company Capitalization Date. Since the Company Capitalization Date through the date hereof, the Company has not: (i) issued or repurchased any shares of Company Common Stock reserved for future issuance under or Company Preferred Stock or other equity securities of the Company, other than in connection with the exercise of the Company ESPP. As Equity Awards that were outstanding on the Company Capitalization Date or settlement thereof, in each case in accordance with the terms of the close of business relevant the Company Stock Plan; or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares value of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, or any other equity-based awards. From the Company has not grantedCapitalization Date through the date of this Agreement, committed to grant neither the Company nor any of its Subsidiaries has: (A) accelerated the vesting of or otherwise created or assumed any obligation lapsing of restrictions with respect to any Company Options, Company RSUs stock-based compensation awards or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). long-term incentive compensation awards; (cB) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none with respect to executive officers of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Stock Plan. (d) Except as set forth None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. As of the date of this Section 4.6, Agreement there are are: (i) other than outstanding the Company Equity Awards, no outstanding shares of capital stock ofsubscriptions, or other equity or voting interest inContracts, the Companyconversion privileges, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights calls or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by rights obligating the Company or any of its Subsidiaries to make issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any payments based on the price or value shares of any Company Securities. Neither capital stock of the Company nor or any of its Subsidiaries is a party to any Contract which obligate Subsidiaries; and (ii) no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition shares of Company Common Stock pursuant or any equity security of the Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the terms Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock Plans. (e) Neither have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company nor or any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal and no dividends or other similar rights with respect to distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to the stockholders of the Company. Other than its Subsidiaries, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 300,000,000 100,000,000 shares of Company Common Stock, of which there were 26,346,281 shares issued and (ii) 20,000,000 shares of Company Preferred Stock. As outstanding as of the close of business in New York City on August 13May 18, 2010 (the “Capitalization Date”): (A) 62,828,936 2001, and 2,000,000 shares of Company Common Stock were issued and outstandingpreferred stock, (B) par value $.01 per share, of which no shares of Company Preferred Stock were are issued and or outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any preemptive rightsagreement or document to which Company is a party or by which it is bound. Except as set forth above, as As of the date hereofof this Agreement, the Company has not issued any there are no shares of Company Capital Common Stock other than pursuant to the exercise of Stock Options or vesting and settlement held in treasury by Company. Company has no outstanding shares of Company RSUsCommon Stock that are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by Company upon any termination of stockholders' employment, directorship or other relationship with Company or any of its subsidiaries under the terms of any restricted stock purchase agreement or other agreement with Company. Company has no phantom stock or similar rights outstanding. (b) As of the close of business on the Capitalization DateMay 18, there were 12,345,318 2001, (i) 3,548,880.75 shares of Company Common Stock reserved for future are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Stock Option Plans and 2,898,355 any other agreement of the Company pursuant to which the Company has granted an option, each of which is set forth on Part 3.02(b) of the Company Disclosure Letter (collectively, the "Non-Plan Option Agreements") (collectively, the "Company Options"), and (ii) 914,175 shares of Company Common Stock are reserved for future issuance under the Company ESPP. As Part 3.02(b) of the close Company Disclosure Letter sets forth the following information with respect to each Company Option outstanding as of business the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option expires and (vi) whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copy of each of the Company Option Plans, the Non-Plan Option Agreements, the Company ESPP and the standard forms of stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Option Plans and the Non-Plan Option Agreements. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, there were will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any all outstanding Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no and all outstanding shares of capital stock of, or of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other equity or voting interest in, the Company, applicable Legal Requirements and (ii) no outstanding securities all requirements set forth in applicable agreements or instruments. For the purposes of the Company convertible into or exchangeable for shares of capital stock ofthis Agreement, "Legal Requirements" means any federal, state, local, municipal, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or voting interest inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value authority of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except Governmental Entity (as defined in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansSection 3.04). (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 70,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13March 6, 2010 2015 (the “Capitalization Date”): (A) 62,828,936 31,659,170 shares of Company Common Stock were issued and outstanding, outstanding and (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 were: (i) 1,521,662 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans; (ii) 230,756 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were ; (iii) outstanding Company Options to purchase 10,925,583 3,637,737 shares of Company Common Stock, 1,123,294 Company RSUs and 712 ; (iv) outstanding Company Restricted Stock Awards Units covering 380,998 shares of Company Common Stock; and (v) Company SARs relating to an aggregate of 1,371,834 shares of Company Stock (each of clauses (iii), (iv) and (v), an “Equity Award” and, since such datecollectively, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock “Equity Awards, other than as permitted by Section 6.1(b”). (c) Section 3.6(c) of the Company Disclosure Letter includes an accurate and complete list, as of the Capitalization Date, of each outstanding Equity Award, including with respect to each such Equity Award: the holder thereof, the date of grant, the vested status and vesting schedule, the number of shares of Company Common Stock underlying each such Equity Award (including the target and maximum number of shares of Company Common Stock underlying such award, as applicable), the Company Stock Plan under which the Equity Award was granted and, where applicable, the exercise price. (d) With respect to the Equity Awards, (1) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board or an authorized committee thereof, and any required approval by the stockholders of the Company, and the award agreement governing such Equity Award was duly executed and delivered by each party thereto within a reasonable time following the Grant Date, (2) each such grant was made in accordance with all applicable Laws, including the rules of the Nasdaq, and all of the terms and conditions of the Company Stock Plan, (3) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, (4) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Equity Awards in the Company’s Tax Returns and the Company SEC Reports, respectively, and (5) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. (e) Except as set forth in Section 4.6(c3.6(a) and Section 3.6(b) and for changes since the Capitalization Date resulting from the exercise of the Company Disclosure Letter, Options outstanding as of the date hereof, none Capitalization Date and the settlement of Company Restricted Stock Units outstanding as of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the CompanyCompany (including any Company Options, Company SARs and Company Restricted Stock Units), (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of Company Stock PlansPlans or (B) in the ordinary course of business consistent with past practice. (ef) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. No Subsidiary of the Company owns any shares of Company Common Stock or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized share capital stock of the Company consists of (i) 300,000,000 5,300,000,000 shares of Company Class A Common Stock, (ii) 595,850,000 shares of Company Class B Common Stock, (iii) 77,000,000 shares of Company Series A Preferred Stock, (iv) 1,080,000,000 shares of Company Series B Preferred Stock, (v) 1,740,000,000 shares of Company Series C Preferred Stock, and (iivi) 20,000,000 1,700,000,000 shares of Company Series D Preferred Stock. As of the close of business in New York City on August 13Stock (together, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsStock”). (b) As of the close of business on June 23, 2016 (the “Capitalization Date”) there were (i) 12,000,000 shares of Company Class A Common Stock issued and outstanding, (ii) 24,932,059 shares of Company Class B Common Stock issued and outstanding, (iii) 76,336,303 shares of Company Series A Preferred Stock issued and outstanding, (iv) 900,931,595 shares of Company Series B Preferred Stock issued and outstanding, (v) 1,126,260,017 shares of Company Series C Preferred Stock issued and outstanding, and (vi) 1,094,467,515 shares of Company Series D Preferred Stock issued and outstanding, and, since the Capitalization Date through the date hereof, no additional shares of Company Capital Stock have been issued other than the issuance of shares upon the exercise or settlement of Company Stock Options or Company Warrants. All of the issued shares of Company Capital Stock have been duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive rights. Section 4.2(b) of the Company Disclosure Letter sets forth, as of the Capitalization Date, there were 12,345,318 the name of each Person that is the registered owner of any Company Common Stock or Company Preferred Stock and the number of shares of Company Common Stock reserved for future issuance under the or Company Preferred Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. owned by such Person. (c) As of the close of business on the Capitalization Date, Date there were outstanding Company Options to purchase 10,925,583 595,850,000 shares of Company Common StockStock reserved for issuance under the Company Stock Plans and 545,887,467 Company Stock Options issued and outstanding, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since the Capitalization Date through the date hereof, no Company Stock Options have been issued and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. Section 4.2(c) of the Company Disclosure Letter sets forth, as of the date hereof, a list of all holders of outstanding Company Stock Options, including the number of shares of Company Common Stock subject to each such Company Stock Option, the grant date, and exercise price for such Company Stock Option and the extent to which such Company Stock Option is vested and exercisable. The Company has not granted, committed heretofore provided or made available to grant Parent (or otherwise created or assumed Parent’s Representatives) a true and complete copy of its standard form of option agreement as of the Capitalization Date and any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)stock option agreements that substantially differ from such standard form. (cd) As of the close of business on the Capitalization Date there were (i) 20,000,000 Company Class A Warrants, (ii) 137,255 Company Series A Warrants, (iii) 170,116,130 Company Series B Warrants, (iv) 153,583,333 Company Series C Warrants, and (v) 45,168,190 Company Series D Warrants (together, the “Company Warrants”) issued and outstanding, and, since the Capitalization Date through the date hereof, no Company Warrants have been issued. Section 4.2(d) of the Company Disclosure Letter sets forth, as of the Capitalization Date, a list of all holders of outstanding Company Warrants, including the number of shares of Company Common Stock or Company Preferred Stock subject to each such Company Warrant, the issue date, and exercise price for such share of Company Common Stock or Company Preferred Stock for which each Company Warrant is exercisable, the extent to which such Company Warrant is vested and exercisable and the date on which such Company Warrant expires. The Company has heretofore provided or made available to Parent (or Parent’s Representatives) true and complete copies of each Company Warrant. (e) Except as set forth in Section 4.6(c4.2(e) of the Company Disclosure Letter and Sections 4.2(a), 4.2(b), 4.2(c), and 4.2(d), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which the Company is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, or to redeem, purchase or otherwise acquire any of the foregoing, except for acquisitions or deemed acquisitions of shares of Company Common Stock or other equity securities of the Company in connection with the exercise or vesting of options pursuant to Company Stock Plans and required Tax withholding in connection therewith. There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (f) The Company owns, directly or indirectly, all of the issued shares of each of its Subsidiaries, free and clear of any Liens, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except as set forth in Section 4.2(f) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither neither the Company nor any of its Subsidiaries is a party to any voting Contract which obligate with respect to the Company or voting of any of its Subsidiaries securities. There are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to repurchasewhich any Company Subsidiary is a party, redeem or by which any Company Subsidiary is bound, obligating any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other voting securities of any Company Subsidiary or obligating any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, or to redeem, purchase or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Companyforegoing.

Company Capitalization. (a) The authorized share capital stock of the Company consists of (i) 300,000,000 shares of 500,000,000 Company Common Stock, and (ii) 20,000,000 shares of Company Preferred StockShares. As of the close of business in New York City on August 13September 14, 2010 2015 (the “Capitalization Date”): (Ai) 62,828,936 shares of 124,263,310 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, ; and (Cii) no shares of 32,482,281 Company Capital Stock Shares were held accounted for by the Company as treasury sharesshares (as such term is understood under the GAAP). All outstanding shares of Company Common Stock are Shares are, when issued in accordance with the terms thereof, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of Since the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock Shares other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsOptions. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were (i) 23,636,547 outstanding Company Options to purchase 10,925,583 shares 23,636,547 Company Shares under the Company Share Plan, and (ii) 4,970,799 Company Shares reserved for future issuance (excluding the 23,636,547 Company Shares to be issued pursuant to (i)). Section 3.7(b) of the Company Disclosure Letter sets forth a true and complete summary of Company Common StockOptions as of the date of this Agreement, 1,123,294 including (to the extent applicable) the maximum number of Company RSUs and 712 Company Restricted Stock Awards and, since Shares subject to such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, the number of vested Company RSUs or Shares under such Company Restricted Stock AwardsOptions, other than as permitted by Section 6.1(b)the exercise price (if any) for such Company Options and the particular Company Share Plan under which such Company Options were issued. (c) Except as set forth in this Section 4.6(c) of 3.7 and for the rights issued by the Company Disclosure Letter, as of under the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Rights Agreement, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “”Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Shares (including Company Shares represented by ADSs) pursuant to (A) the terms of Company Stock Plans. (e) Neither the Company nor any Share Plan or (B) in the ordinary course of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights business consistence with respect to any securities of the Companypast practice.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of 100,000,000 Company Common StockShares, and (ii) 20,000,000 25,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13June 27, 2010 2014 (the “Capitalization Date”): (A) 62,828,936 shares of 34,053,798 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 2,582,145 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 shares of 5,616,635 Company Common StockShares, 1,123,294 Company RSUs and 712 (ii) outstanding Company Restricted Stock Awards and, since such date, the Units to receive 276,900 Company has not granted, committed Shares and (iii) outstanding Company Warrants to grant or otherwise created or assumed any obligation with respect to any purchase 1,680,601 Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Shares. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. All Company Options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the date of grant, determined in accordance with Section 409A of the Code. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of Company Stock PlansPlans or (B) in the ordinary course of business consistent with past practice. (ed) Neither Except as set forth on Section 4.6(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. Except as set forth on Section 4.6(d) of the Company Disclosure Letter, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock.

Company Capitalization. (a) The As of October 31, 2012, the authorized capital stock of the Company consists consisted of (i) 300,000,000 12,500,000 shares of Company Common Stock, of which 7,834,857 shares were issued, 7,502,262 shares were outstanding (including 125,025 shares of unvested restricted stock), and 332,595 shares where held by the Company in treasury, (ii) 20,000,000 50,000,000 shares of Company Preferred Stock. As , of the close which no series had been designated or reserved, and of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) which no shares of Company Preferred Stock were issued and outstanding, and (Ciii) no 596,962 shares of Company Capital Common Stock were held by issuable upon exercise of outstanding Company Options granted pursuant to the Company Stock Plans. Of the shares of Company Common Stock outstanding at such date, a total of 125,025 shares were restricted stock issued under the Company Stock Plans, of which none were then vested. As of October 31, 2012, there were 235,666 shares of Company Common Stock reserved for future issuance under the Company Stock Plans. Section 4.7(a) of the Company Disclosure Letter sets forth a complete and correct list of all Company Options as treasury sharesof October 31, 2012 with an exercise price less than or equal to the Offer Price, including the name of the holder of each Company Option, the number of shares of Company Common Stock subject to each such Company Option and the per share exercise price thereof. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except . (b) Since October 31, 2012, other than as set forth above, as of on the date hereofCompany Disclosure Letter, the Company has not (i) issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUs. (bii) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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 or Company Restricted Stock. Section 4.7 of the Company Disclosure Letter contains a correct and complete list as of the date hereof of Company Options, Company RSUs or Company Restricted Stock Awardsand any other equity based award granted under the Company Stock Plans, other than as permitted by Section 6.1(b)including the holder, date of grant, term, number of shares, and, where applicable, exercise price and vesting schedule. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.64.7 or Section 4.8(b), there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the CompanyCompany or any of its Subsidiaries, (ii) no outstanding securities of the Company or any of its Subsidiaries convertible or exercisable into or exchangeable for shares of capital stock of, or other equity or voting interest in, the CompanyCompany or any of its Subsidiaries, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the CompanyCompany or any of its Subsidiaries, or that obligates the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the CompanyCompany or any of its Subsidiaries, (iv) no 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 of, or other equity or voting interest (including any voting debt) in, the Company or any of its Subsidiaries (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) no stock appreciation rights, “phantom” stock AGREEMENT AND PLAN OF MERGER rights, performance units or other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of the Company Stock PlansPlan or (B) in the ordinary course of business consistent with past practice. Except as set forth above, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter. (d) Each Company Option (i) was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (ii) has an exercise price per share equal to or greater than the fair market value of a share on the date of such grant, (iii) has a grant date identical to the date on which the Company Board or compensation committee actually awarded such Company Option, (iv) qualifies for the tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns and the Company SEC Reports, respectively, and (v) complies in all material respects with the requirements of Section 409A of the Code. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the CompanyCompany or any of its Subsidiaries.

Company Capitalization. (a) The authorized share capital stock of the Company consists of 73,000,000,000 Company Shares (i) 300,000,000 shares of including Company Common Stock, and (ii) 20,000,000 shares of Company Preferred StockShares represented by ADSs). As of the close of business in New York City on August 13July 29, 2010 2016 (the “Capitalization Date”): (Ai) 62,828,936 shares of 4,678,265,355 Company Common Stock Shares (including Company Shares represented by ADSs) were issued and outstanding, ; (Bii) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Shares were held by the Company as treasury shares; and (iii) 13,751,150 Company Shares were issued to the Depositary pending allocation upon exercise of any Company Share Awards granted pursuant to the Company Share Plan (and for the avoidance of doubt were not included in the number of issued and outstanding Company Shares set forth in clause (i)). All outstanding shares of Company Common Stock Shares (including Company Shares represented by ADSs) are validly issued, fully paid, non-assessable (which term when used herein means that no further sums are required to be paid and nonassessable by the holders thereof in connection with the issue thereof) and free of any preemptive rights. Except as set forth above, as of Since the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock Shares (including Company Shares represented by ADSs) other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsShare Awards. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of 100,328,500 Company Common Stock, 1,123,294 Shares (including Company RSUs Shares represented by ADSs) and 712 39,962,665 outstanding Company Restricted Stock Awards and, since such dateShares. Since the Capitalization Date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Share Awards, other than as permitted by Section 6.1(b5.1(b). (c) Except as set forth in this Section 4.6(c) of 3.7 and the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Convertible Notes, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, and (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iviii), together with the Company Capital Stockshares of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate affects the voting rights of any Company Securities or obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Shares (including Company Shares represented by ADSs) pursuant to (A) the terms of Company Stock Plans. (e) Neither the Company nor any Share Plans or (B) in the ordinary course of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights business consistent with respect to any securities of the Companypast practice.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 300,000,000 67,373,474 shares of Series A Common Stock, of which 289 shares are issued and outstanding on the date of this Agreement, 12,371,534 shares of Series B Common Stock, of which 10,670,452 shares are issued and outstanding on the date of this Agreement, 246 shares of Series A-1 Preferred Stock, 442 shares of Series A-2 Preferred Stock and 736 shares of Series A-3 Preferred Stock, all of which shares of Series A Preferred Stock are issued and outstanding on the date of this Agreement, and 55,000,000 shares of Series B Preferred Stock, of which 51,297,521 shares are issued and outstanding on the date of this Agreement. Except as aforesaid, there are no other authorized, issued or outstanding shares of capital stock of the Company. The outstanding shares of Company Common Stock, and (ii) 20,000,000 shares Stock are held of Company Preferred Stock. As of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held record by the Company as treasury sharesStockholders in the amounts set forth opposite their respective names in Part 3.2(a) of the Company Disclosure Schedule. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. There are no shares of Company Stock held in treasury by the Company. (b) Part 3.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding on the date of this Agreement: (i) the name of the optionee; (ii) the number and type of shares of Company Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option expires, (vi) the Company Option Plan pursuant to which such Company Option was granted, and (vii) whether the exercisability of such Company Option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any preemptive rightssuch acceleration. The Company has delivered to Parent accurate and complete copies of each Company Option Plan and each form of stock option agreement evidencing any Company Options. Except as set forth above, as in Part 3.2(b) of the date hereofCompany Disclosure Schedule, there are no commitments or agreements of any character to which the Company has not issued is bound obligating the Company to accelerate the vesting of any shares Company Option as a result of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As any of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)transactions contemplated hereby. (c) Except as set forth All necessary action has been taken to cause the termination or expiration of all Company Options no later than immediately before the Effective Time, including the acceleration of vesting, provision of notice of acceleration and the provision of an opportunity to each holder of a Company Option to exercise such option in full, in each case in accordance with Section 4.6(c) 19 of the Company Disclosure Letter, as Option Plan. The Company has provided to Parent copies of the date hereof, none each such notice provided to each holder of the a Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its SubsidiariesOption. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares The Company has delivered to Parent accurate and complete copies of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding all warrants to purchase securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations issued by the Company or any of since its Subsidiaries to make any payments based on the price or value of any Company Securitiesinception. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansAll such warrants have expired. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 200,000,000 (two hundred million) shares of Company Common Stock, and (ii) 20,000,000 25,000,000 (twenty-five million) shares of Company Non-Voting Common Stock, and (iii) 199,000,000 (one hundred ninety-nine million) shares of Company Preferred Stock. As of the close of business in New York City on August April 13, 2010 (the “Capitalization Date”): 2012: (A) 62,828,936 38,635,450 (thirty-eight million six hundred thirty-five thousand four hundred fifty) shares of Company Common Stock were issued and outstandingoutstanding (which number includes all outstanding Company Restricted Shares), (B) no shares of Company Common Stock were held by the Company as treasury shares, (C) no shares of Company Non-Voting Common Stock were issued and outstanding and (D) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth aboveSince the close of business on April 13, as of the date hereof2012, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options granted under a Company Stock Options Plan or vesting and settlement pursuant to the exercise of Company RSUsWarrants. (b) As of the close of business on the Capitalization Date, there were 12,345,318 The Company has reserved 4,176,753 (four million one hundred seventy-six thousand seven hundred fifty three) shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which 3,800,316 (three million eight hundred thousand three hundred ten) shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans as of close of business on April 13, 2012. As of the close of business on the Capitalization DateApril 13, 2012, there were outstanding Company Options to purchase 10,925,583 3,800,316 (three million eight hundred thousand three hundred ten) shares of Company Common Stock and outstanding Company Warrants to purchase 985,000 (nine hundred eighty-five thousand) shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs Options or Company Restricted Stock Awards, Warrants other than as permitted by Section 6.1(b)this Agreement. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Company Stock Plan or Company Warrant will 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, nonassessable and free of preemptive rights. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter2.7 or as contemplated by this Agreement, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, hereof there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the CompanyCompany (other than as a result of the exercise of the Company Options and Company Warrants, each as set forth in Section 2.7(b)), (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements arrangements to acquire from the Company, or that obligates obligate or commit the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other voting securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), and the items in clauses (i), (ii), (iii), (iv) and (v) with respect to any Subsidiary of the Company, together with the capital stock of such Subsidiary, being referred to collectively “Subsidiary Securities”), (vi) no voting trusts, proxies or other similar agreements or understandings to which Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company, (vii) no obligations or commitments of any character restricting the transfer of any shares of capital stock of the Company to which the Company is bound, and (viii) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or Subsidiary Securities, except other than the Company’s right to withhold shares of Company Common Stock in connection with the repurchase vesting or acquisition exercise of Company Common Stock pursuant Options, Company Restricted Shares and Company Warrants. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the terms of Company Stock PlansCompany. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract currently in force relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights rights, co-sale rights, or rights of first refusal or other similar rights with respect to any securities of the CompanyCompany or any of its Subsidiaries.

Company Capitalization. (a) The authorized share capital stock of the Company consists of 11,000,000 Class A Common Shares, par value $0.001 per share (ithe “Class A Common Shares”), 969,691 Class B Common Shares, par value $0.001 per share (the “Class B Common Shares”), 2,030,309 Class C Common Shares, par value $0.001 per share (the “Class C Common Shares”, and, together with the Class A Common Shares and Class B Common Shares, the “Shares”) 300,000,000 shares of Company Common Stockand 500,000,000 Class A Preferred Shares, and par value $0.001 per share (ii) 20,000,000 shares of Company Preferred Stockthe “Preference Shares”). As of the close date of business in New York City on August 13this Agreement, 2010 (the “Capitalization Date”): i) 9,489,407 Class A Common Shares were issued and outstanding of which 450,159 were Restricted Shares, (Aii) 62,828,936 shares of Company 969,691 Class B Common Stock Shares were issued and outstanding, (Biii) 2,030,309 Class C Common Shares were issued and outstanding, (iv) no shares of Company Preferred Stock Preference Shares were issued and outstanding, (v) options to acquire 491,353 Class A Common Shares were issued and outstanding, and (Cvi) no shares bonds, debentures, notes or other instruments or evidence of Company Capital Stock indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of Shares may vote were held by the Company as treasury sharesissued or outstanding. All outstanding shares of Shares are, and all Shares which may be issued pursuant to the Company Common Stock are Equity Plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and free not issued in violation of any preemptive rights or similar rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting above and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c2.2(a) of the Company Disclosure LetterSchedule, as and except for changes resulting from the exercise, forfeiture or repurchase of stock options outstanding on the date hereof or from actions taken pursuant to Section 5.1 hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding (A) shares of capital stock of, or other equity or voting interest in, securities of the Company, (iiB) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iiiC) no outstanding options, warrants, rights restricted stock, restricted stock units, or other commitments or agreements rights to acquire from the Company, and no preemptive or that obligates similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock or voting securities of the Company obligating the Company to issue, register, transfer or sell, any capital stock ofstock, voting securities or other equity or voting interest in, or any securities convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iv) no obligations of Company or obligating the Company to grant, extend or enter into any subscriptionsuch option, warrant, restricted stock units, subscription or other right, convertible security, agreement, arrangement or exchangeable security commitment, or (D) equity equivalents, interests in the ownership or earnings of the Company or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company rights (the items in clauses (iA), (iiB), (iiiC) and (iv), together with the Company Capital Stock, D) being referred to collectively as the “Company Securities”). Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, none of the Company or its Subsidiaries has any obligation, commitments or arrangements to redeem, repurchase or otherwise acquire, or register sales of securities of, any of the Company Securities, including as a result of the transactions contemplated by this Agreement, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or other Person. Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, and (v) except for agreements between the Company or a direct or indirect wholly owned Subsidiary on the one hand and another direct or indirect wholly owned Subsidiary on the other hand, there are no voting trusts or other obligations by agreements or understandings to which the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating respect to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights disposition of first refusal or other similar rights with respect to any securities the capital stock of the Company. No Company Subsidiary owns any capital stock of the Company. The Shares are not represented by certificates issued by the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 200,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York, New York City on August 13June 7, 2010 2019 (such time and date, the “Capitalization Date”): (A) 62,828,936 62,307,638 shares of Company Common Stock were issued and outstandingoutstanding (which includes 2,196,930 shares of Company Common Stock subject to Company RSAs), (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no 5,243,444 shares of Company Capital Common Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are are, and all of the outstanding shares of Company Common Stock reserved for issuance with respect to the Company Stock Plans, when issued in accordance with the respective terms thereof will be, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of Since the date hereofCapitalization Date, the Company has not issued or repurchased any shares of Company Capital Stock its capital stock, voting or equity interests or any securities convertible into or exercisable into any shares of its capital stock, voting or equity interests, other than repurchases pursuant to the exercise Company Stock Plans in the ordinary course of business or issuances as part of the Employee Stock Options or vesting and settlement of Company RSUsPurchase Plan in accordance with their respective terms. (b) As of the close of business on the Capitalization Date, there were 12,345,318 4,652,291 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 840,558 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 963,357 shares of Company Common Stock, 1,123,294 (ii) 819,140 shares of Company Common Stock were reserved for settlement of outstanding Company PSUs (assuming target level of achievement), (iii) 22,047 shares of Company Common Stock were reserved for settlement of outstanding Company RSUs (including the Company RSUs granted to Chinese employees of the Company and 712 its Subsidiaries to be settled in cash), and (iv) an estimated 150,000 shares expected to be purchased by participants under the Company Restricted ESPP on June 30, 2019. Section 3.6(b)(i) of the Company Disclosure Letter sets forth, with respect to each outstanding Company Option as of the Capitalization Date, the name of the holder of such Company Option, the number of shares of Company Common Stock Awards andissuable upon the exercise of such Company Option, since the exercise price of such dateCompany Option, the expiration date of such Company Option, the date on which such Company Option was granted, the vesting schedule for such Company Option (including an indication as to whether any acceleration provisions or any performance based vesting conditions exist with respect thereto), the Company has not Stock Plan under which such Company Option was granted, committed whether such Company Option is intended to grant or otherwise created or assumed any obligation qualify as an incentive stock option as defined in Section 422 of the Code, and the country of residency of the applicable holder. Section 3.6(b)(ii) of the Company Disclosure Letter sets forth, with respect to each outstanding Company PSU, RSA and RSU as of the Capitalization Date, the name of the holder of such award, the number of shares of Company Common Stock initially subject to such award (including at target and maximum levels, as applicable), the date of grant of such award, the Company Stock Plan under which such Company Equity Award was granted, the applicable vesting and/or settlement schedule (including an indication as to whether any Company Optionsacceleration provisions exist with respect thereto), Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)and the country of residency of the applicable holder. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter3.6, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither Except as provided under the terms of the Company Stock Plans, neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to issue, transfer, exchange, register, repurchase, redeem or otherwise acquire or to sell any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (ed) Neither the The Company nor any of its Subsidiaries is not a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (e) Except for the capital stock and voting securities of, and other equity interests in the Subsidiaries of the Company, the Company does not own, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any Person.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 130,000,000 shares of Company Common Stock, and (ii) 20,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August May 13, 2010 (the “Capitalization Date”): (A) 62,828,936 21,162,565 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) there were no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as Since the close of business on the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting granted under a Company Stock Plan and settlement of pursuant to Company RSUsRSU Awards. (b) As of the close of business on the Capitalization Date, there were 12,345,318 The Company has reserved 8,940,815 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which 3,698,199 shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans. As of the close of business on the Capitalization Date, there were outstanding Company RSU Awards related to 589,699 shares of Company Common Stock and outstanding Company Options to purchase 10,925,583 3,108,500 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs RSU Awards or Company Restricted Stock Awards, Options other than as permitted by this Agreement. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Company Stock Plan will 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, nonassessable and free of preemptive rights. The copies of the Company Stock Plans that are filed as exhibits to the Company SEC Reports are complete and correct copies thereof as in effect on the date hereof. Section 6.1(b)2.7(b) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company RSU Awards or Company Options as of the Capitalization Date, including (to the extent applicable) the date on which each such Company RSU Award or Company Option was granted, the number of shares of Company Common Stock subject to such Company Option, the expiration date of such Company RSU Award or Company Option, and the price at which such Company Option may be exercised. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter2.7, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, hereof there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the CompanyCompany (other than as a result of the vesting of the Company RSU Awards for 589,699 shares of Company Common Stock and exercise of the Company Options to purchase 3,108,500 shares of Company Common Stock, each as set forth in Section 2.7(b)), (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements arrangements to acquire from the Company, or that obligates or commits the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other voting securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), (vi) no voting trusts, proxies or other similar agreements or understandings to which Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company, (vii) no obligations or commitments of any character restricting the transfer of any shares of capital stock of the Company to which the Company is bound, and (vviii) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except other than the Company’s right to withhold shares of Company Common Stock in connection with the repurchase vesting or acquisition exercise of Company Common Stock pursuant Stock-Based Awards. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the terms of Company Stock PlansCompany. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract currently in force relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights rights, co-sale rights, or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 150,000,000 shares of Company Common Stock, and (ii) 20,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13March 29, 2010 2017 (the “Capitalization Date”): (A) 62,828,936 54,266,939 shares of Company Common Stock were issued and outstanding, outstanding and (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. As of the closing of business in New York City on the date of this Agreement, the sum of (x) the number of issued and outstanding shares of Company Common Stock and (y) the number of shares of Company Common Stock covered by outstanding Company Restricted Stock Units does not exceed 56,418,645. No shares of capital stock of the Company are owned by any Subsidiary of the Company. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business in New York City on the Capitalization Date, there were 12,345,318 2,488,896 shares of Company Common Stock reserved for future issuance under the Company Stock Plans Plan and 2,898,355 171,641 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business in New York City on the Capitalization Date, there were (i) no outstanding Company Options to purchase 10,925,583 shares of Company Common Stock and (ii) outstanding Company Restricted Stock Units covering 2,151,706 shares of Company Common Stock. All shares of Company Common Stock reserved for issuance will be, 1,123,294 Company RSUs when issued, duly authorized, validly issued, fully paid, nonassessable and 712 Company Restricted Stock Awards and, since such datefree of any preemptive rights. Since the Capitalization Date, the Company has not grantedissued any shares of Company Capital Stock or other rights or securities exercisable, committed to grant convertible into or otherwise created or assumed any obligation with respect to any exchangeable for shares of Company Options, Company RSUs or Company Restricted Stock AwardsCapital Stock, other than as expressly permitted by Section 6.1(b5.1(b). (c) Except as set forth in Section 4.6(c3.6(a) of the Company Disclosure Letter, and Section 3.6(b) or as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth may be issued in this compliance with Section 4.65.1(b), there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to issue, deliver, sell, grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) no stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or other equity equivalent or equity-based awards or rights or other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Securities or revenues, earnings, financial performance or any other attribute of the Company. (d) Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to (A) repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansPlan or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company, any of its Subsidiaries, or any other Person, (B) register any Company Securities Table of Contents or (C) grant, extend or enter into any such agreements relating to any Company Securities. All outstanding Company Options and Company Restricted Stock Units have been issued in compliance in all material respects with all applicable Laws and all requirements set forth in the applicable Company Stock Plan. None of the Company or any Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or relating to the disposition, voting or dividends with respect to any Company Securities. (e) Section 3.6(e) of the Company Disclosure Letter sets forth a true and complete list of all grants of Company Restricted Stock Units outstanding as of the Capitalization Date, specifying, on a holder-by-holder basis, (i) a unique identification number for each holder, (ii) the number of shares subject to each such Company Restricted Stock Unit grant, (iii) the grant date of each such Company Restricted Stock Unit grant, (iv) the vesting schedule of each such Company Restricted Stock Unit grant, including any accelerated vesting such Company Restricted Stock Unit grant may be subject to and the trigger for such accelerated vesting, (v) the expiration date of each such Company Restricted Stock Unit grant, to the extent applicable, and (vi) the Company Stock Plan under which the Company Restricted Stock Units were granted. With respect to each grant of Company Restricted Stock Units, (A) each such grant was duly authorized no later than the date on which the grant of such Company Restricted Stock Unit was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board or an authorized committee thereof, and any required approval by the Company Stockholders, and the award agreement governing such Company Restricted Stock Unit was duly executed and delivered by each party thereto within a reasonable time following the Grant Date; (B) each such grant was made in all material respects in accordance with the terms of the Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of the Nasdaq; (C) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Company Restricted Stock Unit in the Company’s Tax Returns and the Company SEC Reports, respectively, and (D) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. (f) Neither the Company nor any Subsidiary of its Subsidiaries the Company is a party to any agreement Contract relating to the holding, redemption, repurchase, disposition or voting of, requiring registration of, or granting any preemptive rights, subscription rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to to, any securities of the Company or any Subsidiary of the Company or that restricts the transfer of, any capital stock or other voting securities or equity interests of the Company or any Subsidiary of the Company.

Company Capitalization. (a) The authorized capital stock of the Company currently consists of exclusively of: (i) 300,000,000 16,000,000 shares of Company Common Stock, $0.01 par value per share, of which, as of March 31, 2024 (the “Company Capitalization Date”), 9,128,662 shares were issued and outstanding, including (A) 14,315 shares of Company Common Stock underlying Company Restricted Stock awards, (B) 482,007 shares of Company Common Stock held by the Company ESOP, and (C) 4,666,107 shares held in the treasury of the Company; and (ii) 20,000,000 500,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13, 2010 $0.01 par value per share (the “Capitalization DateCompany Preferred Stock”): (A) 62,828,936 ), of which no shares of Company Common Stock were issued and outstandingoutstanding as of the Acquiror Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (Bor convertible into, or exchangeable for, securities having the right to vote) no shares with the stockholders of the Company Preferred Stock were on any matter. All of the issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are have been duly authorized and validly issuedissued and fully paid, fully paid and nonassessable and free of any preemptive rights. Except as set forth aboveThe Company’s securities are not listed, or quoted, for trading on any U.S. domestic or foreign securities exchange, other than the Nasdaq Capital Market and the Company satisfies in all material respects all of the continued listing criteria of the Nasdaq Capital Market. The Company has not received any notice of non-compliance or deficiency from the Nasdaq Capital Market that is outstanding or has not been cured as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsAgreement Date. (b) As of the close of business on the Company Capitalization Date, there no shares of Company Common Stock were 12,345,318 reserved for issuance except for: (i) 34,229 shares of Company Common Stock reserved for future issuance in connection with stock options, restricted stock units, or other equity awards under the Company Stock Plans Plans; and 2,898,355 (ii) 313,357 shares of Company Common Stock reserved for issuance pursuant to future issuance awards under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Plans. (c) Except Other than the Company Stock Options and Company Restricted Stock, no equity-based awards were outstanding as set forth in Section 4.6(c) of the Company Disclosure LetterCapitalization Date. Since the Company Capitalization Date through the Agreement Date, as the Company has not: (i) issued or repurchased any shares of the date hereof, none Company Capital Stock or other equity securities of the Company or (ii) issued or awarded any stock options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Capital Stock or any other equity-based awards. From the Company Capitalization Date through the Agreement Date, neither the Company nor any of its Subsidiaries has has: (A) accelerated the vesting of or lapsing of restrictions with respect to any indebtedness for borrowed money other than intercompany indebtedness owed award under any Company Stock Plan; (B) with respect to executive officers of the Company or one of its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Benefit Plan. (d) Except as set forth would not reasonably be expected to be material, none of the shares of Company Capital Stock were issued in this Section 4.6, violation of any federal or state securities laws or any other applicable Legal Requirement. As of the Agreement Date there are are: (i) no outstanding shares of capital stock ofsubscriptions, or other equity or voting interest inContracts, the Companyconversion privileges, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights calls or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by rights obligating the Company or any of its Subsidiaries to make issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any payments based on the price or value shares of any Company Securities. Neither capital stock of the Company nor or any of its Subsidiaries is a party to any Contract which obligate Subsidiaries, other than the Company Stock Options; and (ii) no contractual obligations of the Capital or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition shares of Company Common Capital Stock pursuant or any equity security of the Company or its Subsidiaries, or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the terms Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Capital Stock Plans. (e) Neither have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company nor or any of its Subsidiaries, and no dividends or other distributions payable on any equity securities of the Company or any of its Subsidiaries is a party to any agreement relating has been declared, set aside, made or paid to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities stockholders of the Company. Other than its Subsidiaries, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The entire authorized capital stock of the Company consists solely of (i) 300,000,000 30,000,000 shares of Company Common Stock, par value $0.25 per share, of which 2,333,647 shares are issued and 2,273,647 shares are outstanding as of the date hereof and (ii) 20,000,000 5,000,000 shares of preferred stock, par value $10.00 per share, which the Board of Directors of the Company may designate from time to time in one or more series. Pursuant to action by the Board of Directors of the Company, 50,000 shares of preferred stock have been designated as the Company's Series C Cumulative Convertible Preferred Stock (the "Series C Preferred Stock"), which is convertible at the option of the holder. As of the close date hereof, all of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 previously outstanding shares of the Series C Preferred Stock have been converted into Company Common Stock, and therefore, there are no shares of the Series C Preferred Stock were issued and outstanding. Independent Capital Trust, (B) no shares a Delaware business trust of which the Company Preferred Stock were owns <PAGE> all of its common securities, has issued and outstandingoutstanding 40,207 of its trust common securities and has issued and outstanding 1,300,000 trust preferred securities (the "Trust Preferred Securities"), and (C) no shares in each case as of Company Capital Stock were held the date hereof. The obligations evidenced by the trust preferred securities are guaranteed by the Company. The Company as treasury shares. All outstanding shares has issued all of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rightsits 8.5% subordinated debentures to Independent Capital Trust. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there Schedule 3.02,there are no (i) no other outstanding shares equity securities of capital stock of, any kind or other equity or voting interest in, the Companycharacter, (ii) no outstanding securities of the Company subscriptions, options, convertible into or exchangeable for shares of capital stock ofsecurities, or other equity or voting interest in, the Company, (iii) no outstanding optionsrights, warrants, rights calls or other agreements or commitments of any kind issued or agreements to acquire from the Companygranted by, or that obligates binding upon, the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (ivA) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem purchase or otherwise acquire any security of or equity interest in the Company Securitiesor (B) issue any shares of, except in connection with restricting the repurchase transfer of or acquisition otherwise relating to shares of Company its capital stock. All of the issued and outstanding shares of the Common Stock pursuant to have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the terms securities laws of Company Stock Plans. (e) Neither the Company nor United States or any other applicable jurisdiction or in violation of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Companyperson.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 250,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13April 9, 2010 2009 (the “Capitalization Date”): (A) 62,828,936 61,470,344 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) there were no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as Since the close of business on the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting granted under a Company Stock Plan and settlement of pursuant to Company RSUsStock-Based Awards. (b) As of the close of business on the Capitalization Date, there were 12,345,318 The Company has reserved 16,976,946 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which 13,206,734 shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 11,964,356 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards with a weighted average exercise price of $5.35, 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, Company RSUs or Company Restricted Stock Awards, Options other than as permitted by Section 6.1(b)this Agreement. Each outstanding Company Option has an exercise price equal to or greater than the fair market value of the underlying shares of Company Common Stock as of the date of grant. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Company Stock Plan will 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, nonassessable and free of preemptive rights. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.63.7, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the CompanyCompany (other than as a result of the exercise of the Company Options to purchase 11,964,356 shares of Company Common Stock set forth in Section 3.7(b)), (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements arrangements to acquire from the Company, or that obligates or commits the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other voting securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), (vi) and voting trusts, proxies or other similar agreements or understandings to which Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company, (vvii) obligations or commitments of any character restricting the transfer of any shares of capital stock of the Company, or (viii) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except . There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. The Company does not have a stockholder rights plan in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Planseffect. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights rights, co-sale rights, or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (ai) The entire authorized capital stock of the Company consists of (i) 300,000,000 shares 10,000,000 Class A Common Shares and 1,000,000 Class B Common Shares comprising the Company Common Shares of which 5,346,453 and 849,793 are issued and outstanding as of the date hereof. The number of Company Common StockShares issued and outstanding on a fully-diluted basis, assuming the exercise or conversion of all outstanding and vested and unvested options, warrants, stock appreciation and other rights to acquire securities is 6,440,493. Tres Investment Company and S. Xxxx Xxxx Enterprises, Inc. own, respectively, 240,000 and 954,419 Company Common Shares. (ii) 20,000,000 shares There are no bonds, debentures, notes or other indebtedness of the Company Preferred Stockhaving the right to vote on any matter on which stockholders may vote are issued or outstanding. (iii) All issued and outstanding Company Common Shares: (A) have been duly authorized and validly issued; (B) are fully paid and nonassessable; and (C) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the close date of business in New York City on August 13this Agreement, 2010 except for options to purchase 209,718 Company Common Shares issued pursuant to the Company’s Stock Option Plan and subscriptions for 34,529 Company Common Shares pursuant to the Company’s Stock Purchase Plan (the “Capitalization DateCompany Purchase Plans”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding), (B) there are no shares of Company Preferred Stock were issued and outstandingoptions, and (C) no shares of Company Capital Stock were held by warrants, purchase rights, subscription rights, conversion or exchange rights or other contracts or commitments that could require the Company as treasury sharesto issue, sell or otherwise cause to become outstanding any of its capital stock. All There are no outstanding shares of Company Common Stock are validly issuedor authorized stock appreciation, fully paid and nonassessable and free of any preemptive rightsphantom stock, profit participation, or similar rights with respect to the Company. Except as set forth abovein Schedule 5.1(c)(iii), as or Table of the date hereofContents contemplated by this Agreement, the Company is not a party to, and has not issued no knowledge of, any shares of Company Capital Stock voting trusts, proxies, or other than pursuant agreements or understandings with respect to the exercise voting of Stock Options or vesting and settlement the capital stock of Company RSUsthe Company. (biv) As of Other than this Agreement and the close of business on the Capitalization DateVoting Agreements, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were are no outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) contractual obligations of the Company Disclosure Letter(A) restricting the transfer of, as (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring the date hereofregistration for sale of, none or (E) granting any preemptive or antidilutive rights with respect to, any of the Company Common Shares or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest interests in, the Company, (iv) except as set forth in Schedule 5.1(c)(iv). 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 ofprovide funds to, or other equity make any investment (in the form of a loan, capital contribution or voting interest (including any voting debtotherwise) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company SecuritiesPerson, except as disclosed in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansSchedule 5.1(c)(iv). (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 50,000,000 (fifty million) shares of Company Common Stock, and (ii) 20,000,000 5,000,000 (five million) shares of Company Preferred Stock. As of the close of business in New York City on August 13October 6, 2010 (the “Capitalization Date”): (A) 62,828,936 16,052,774 shares of Company Common Stock were issued and outstanding, (B) 3,210,897 shares of Company Common Stock were held by the Company as treasury shares, and (C) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as Since the close of business on the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting granted under a Company Stock Plan and settlement of pursuant to Company RSUsRSU Awards, in each case, in accordance with the terms thereof as in effect on the date hereof. (b) As of the close of business on the Capitalization Date, there were 12,345,318 The Company has authorized 1,146,055 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which 1,023,401 shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans. As of the close of business on the Capitalization Date, there were outstanding Company RSU Awards related to 381,046 shares of Company Common Stock and outstanding Company Options to purchase 10,925,583 642,355 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs RSU Awards or Company Restricted Options. All outstanding shares of Company Common Stock Awardshave been, other than as permitted by Section 6.1(b)and all shares that may be issued pursuant to any Company Stock Plan will 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, nonassessable and free of preemptive rights. (c) Except as set forth in this Section 4.6(c2.7, and subject to Article XI (Citizenship of Stockholders, Officers and Directors) of the Company Disclosure LetterCertificate of Incorporation, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, hereof there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements arrangements to acquire from the Company, or that obligates obligate or commit the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other voting securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), (vi) no voting trusts, proxies or other similar agreements or understandings to which Company is a party or by which the Company is bound with respect to the voting of any Company Securities, (vii) no obligations or commitments of any character restricting the transfer of any Company Securities to which the Company is bound, and (vviii) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except other than the Company’s right to withhold shares of Company Common Stock in connection with the repurchase vesting or acquisition exercise of Company Common Stock pursuant RSU Awards and Company Options. There are no accrued and unpaid dividends with respect to the terms of any outstanding Company Stock PlansSecurities. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract currently in force relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights rights, co-sale rights, or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized share capital stock of the Company consists of 1,000,000,000 Company Shares (i) 300,000,000 shares of including Company Common Stock, and (ii) 20,000,000 shares of Company Preferred StockShares represented by ADSs). As of the close of business in New York City on August 13March 31, 2010 2014 (the “Capitalization Measurement Date”): (Ai) 62,828,936 shares of 584,158,831 Company Common Stock Shares (including Company Shares represented by ADSs and 151,437 Company Restricted Shares) were issued and outstanding, ; (Bii) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Shares were held by the Company as treasury shares; and (iii) 45,898,638 Company Shares were issued to the Depositary and were being held in the Company’s name pending allocation upon exercise of any Company Share Awards granted pursuant to the Company Share Plans (and for the avoidance of doubt were not included in the number of issued and outstanding Company Shares set forth in clause (i)). From the Measurement Date until the date of this Agreement, other than in connection with the issuance of Ordinary Shares pursuant to the exercise of Company Options or settlement of Company RSUs, in each case, outstanding as of the Measurement Date, there has been no change in the number of issued and outstanding Ordinary Shares, the number of Ordinary Shares issuable upon the exercise of outstanding Company Options or the number of Ordinary Shares issuable upon settlement of outstanding Company RSUs. All outstanding shares of Company Common Stock Shares (including Company Shares represented by ADSs) are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant rights or similar rights to the exercise of Stock Options subscribe for or vesting and settlement of Company RSUspurchase securities. (b) As of the close of business on the Capitalization Measurement Date, there 92,633,735 Company Shares were 12,345,318 shares of Company Common Stock reserved for future issuance under the pursuant to outstanding Company Stock Plans Options and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPRSUs. As of the close of business on the Capitalization Measurement Date, there were outstanding Company Options to purchase 10,925,583 shares 85,293,900 Company Shares (including Company Shares represented by ADSs) and 7,339,835 Company Shares (including Company Shares represented by ADSs) underlying outstanding Company RSUs. Section 3.7(b) of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not granted, committed Disclosure Letter lists the holder as of the Measurement Date of each such Company Share Award and the number of shares subject to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)each such type. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter3.7, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no authorized, issued or outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding subscriptions, options, warrants, rights or other commitments or agreements to acquire from the Company, Company or that obligates the Company to issue, issue any capital stock shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, option, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockshares of the Company, being referred to collectively as “Company Securities”) ), and (v) 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. Neither As of the date hereof, neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Shares (including Company Shares represented by ADSs) pursuant to the terms of the Company Stock Share Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 100,000,000 shares of Company Common Stock, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock, of which 500,000 are designated as Series A Participating Preferred Stock. As of the close of business 5 p.m. in New York City on August 13February 3, 2010 2015 (such time and date, the “Capitalization Date”): (A) 62,828,936 29,320,360 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business 5 p.m. in New York City on the Capitalization Date, there were 12,345,318 2,710,930 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business 5 p.m. in New York City on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 2,248,831 shares of Company Common Stock, 1,123,294 Company RSUs and 712 (ii) outstanding Company Restricted Stock Awards andUnits, since such datesubject to only time-based vesting, the covering 1,334,114 shares of Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Common Stock and (iii) Company Restricted Stock AwardsUnits, other than subject to performance-based vesting for which the financial results have not been certified by the Company’s Audit Committee as permitted by of the Effective Time or for which a Catch-Up Opportunity remains available, covering 463,461 shares of Company Common Stock (assuming maximum performance is achieved) and the amounts determined pursuant to the last sentence of Section 6.1(b3.7(e) shall not exceed 357,906 shares of Company Common Stock (each, an “Equity Award”). (c) Except as set forth in . Section 4.6(c) 4.6 of the Company Disclosure LetterLetter includes an accurate and complete list, as of the date hereof, none of each outstanding Equity Award, including with respect to each such Equity Award, the holder thereof, the date of grant, the expiration date, the vested status and vesting schedule (including whether an award remains subject to performance-based vesting), the number of shares of Company Common Stock underlying each such Equity Award (including the target and maximum number of shares of Company Common Stock underlying such award, as applicable), the Company Stock Plan under which the Equity Award was granted and, where applicable, the exercise price. The Company has made available to Parent a form of each performance-based Company Restricted Stock Unit Agreement that remains subject to performance-based vesting conditions. (c) With respect to the Equity Awards, (i) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board or Company Compensation Committee, and any required approval by the stockholders of the Company, and the award agreement governing such Equity Award was duly executed and delivered by each party thereto within a reasonable time following the Grant Date, (ii) each such grant was made in accordance, in all material respects, with all applicable Laws, including the rules of the Nasdaq, and in all respects with the terms and conditions of the Company Stock Plan, (iii) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, (iv) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Equity Awards in the Company’s Tax Returns and the Company SEC Reports, respectively, and (v) all such grants either comply in all material respects with or are exempt from Section 409A of the Code. The treatment of the Equity Awards provided in Section 3.7 will comply in all material respects with all applicable Laws and in all respects with the terms and conditions of the Company Stock Plans and the applicable Equity Award agreements. Section 4.6 of the Company Disclosure Letter sets forth each employee or other Person with an offer letter or other contract that contemplates a grant of, or right to purchase or receive: (i) options or other equity awards with respect to the equity of the Company or (ii) other securities of the Company, that in each case, have not been issued or granted as of the date of this Agreement, together with the number of such options, other equity awards or other equity securities and any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiariespromised terms thereof. (d) Except Other than the Rights Plan and except as set forth in this Section 4.6, as of 5 p.m. in New York City on the Capitalization Date, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Since 5 p.m. in New York City on the Capitalization Date, except the Company has not issued, sold, delivered or granted any Company Securities other than in connection compliance with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansSection 6.1(b)(ii) as if such provision were in effect since such time. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. No Subsidiary of the Company owns any shares of Company Common Stock or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of (i) 300,000,000 shares of NIS 270,000 divided into 27,000,000 Company Common StockShares, and (ii) 20,000,000 shares of Company Preferred StockNIS 0.01 par value per share. As of At the close of business in New York City on August 13February 21, 2010 2016 (the “Capitalization Date”): ), (Ai) 62,828,936 shares of 17,403,197 Company Common Stock Shares were issued and outstanding, (Bii) no shares of 19,017 Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Shares were held by the Company as in its treasury (dormant shares), (iii) there were outstanding Company Options to purchase 1,269,062 Company Shares (with a weighted average exercise price of $5.46), 159,491 outstanding Company RSUs, and 454,186 Company Shares reserved for future grants under the Company Share Plan. All outstanding Company Shares are, and all such shares of Company Common Stock are that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and paid, nonassessable and free not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. Except as set forth aboveright, as subscription right or any similar right under any provision of the date hereofICL, the Charter Documents or any Contract to which the Company or any of its Subsidiaries is otherwise bound. Since the Capitalization Date, the Company has not (x) issued any shares Company Shares, Company Options, Company RSUs or other securities or rights to acquire Company Shares or other rights that give the holder thereof any economic benefit accruing to the holders of any Company Capital Stock Shares, other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUs. (b) As RSUs outstanding as of the close of business on the Capitalization Datedate hereof as permitted by Section 5.1(b), there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not or (y) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs Options or Company Restricted Stock AwardsRSUs, other than as permitted by Section 6.1(b5.1(b). (cb) Other than with respect to Company Options and Company RSUs listed in Section 3.6(a), neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) together with the shareholders of the Company or of any Subsidiary on any matter. Except as set forth in Section 4.6(c3.6(a), and except for changes since the close of business on the Capitalization Date resulting from the exercise of Company Options or vesting and settlement of Company RSUs, there are no outstanding (i) share capital or other voting securities or equity interests of the Company Disclosure LetterCompany, as of the date hereof, none (ii) securities of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares share capital of capital stock of, the Company or other voting securities or equity interests of the Company or voting interest in, the Companyany of its Subsidiaries, (iii) no outstanding share appreciation rights, “phantom” share rights, performance units, interests in or rights to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based awards or rights, (iv) subscriptions, options, warrants, rights calls, commitments, Contracts or other commitments or agreements rights to acquire from the CompanyCompany or any of its Subsidiaries, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make issue, any payments based on the price or value share capital of any Company Securities. Neither the Company nor or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for share capital or other voting securities or equity interests of the Company or any of its Subsidiaries is a party to any Contract which obligate or rights or interests described in the preceding clause (iii), or (v) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securitiessuch securities or to issue, except grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. Except as set forth in connection with the repurchase or acquisition Section 3.6(b) of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor Disclosure Letter and the Voting Agreement, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party to any agreement relating or of which the Company has Knowledge with respect to the voting holding, voting, registration, redemption, repurchase or disposition of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights rights, or that restrict the transfer of, any share capital or other voting securities or equity interests of the Company or any of its Subsidiaries. (c) Section 3.6(c) of the Company Disclosure Letter sets forth a true and correct list, as of the date hereof, of each outstanding Company Option and Company RSU, whether such Company Option or Company RSU is currently intended to qualify as a nonqualified stock option or incentive stock option pursuant to the Code, or otherwise, the name of the holder thereof, the residence of such holder, the grant date, expiration date, the number of Company Shares issuable thereunder, the exercise price, the vesting schedule and any acceleration provisions (with respect both to Company Options and Company RSUs), whether each such Company Option or Company RSU was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable sub-section of Section 102 of the Ordinance, and for Company Options subject to Section 102(b)(2) of the Ordinance the date of deposit of the respective option agreement of such Company Option with the 102 Trustee, including, only with respect to any securities grants following July 24, 2012, also the date of deposit of the Companyapplicable board resolution with the 102 Trustee. The Company Options and Company RSUs were granted under the Company Share Plan pursuant to fully executed grant agreements signed with each recipient. The Company Share Plan (prior to any amendments thereto) and the appointment of the 102 Trustee were filed with the ITA on September 13, 2006. Section 3.6(c) of the Company Disclosure Letter sets forth a true and correct list, as of the date hereof, of each outstanding Company 102 Share, the name of the holder thereof, the residence of such holder, the grant date, the number of Company Shares, the exercise price (if applicable) paid for such Company Share, the date of deposit of the respective grant agreement with the 102 Trustee, including, only with respect to grants following July 24, 2012, also the date of deposit of the applicable Company Board resolution and the share certificate (if applicable) with the 102 Trustee. All Company Options and Company RSUs were granted, vest, and have been exercised or are exercisable in accordance with all applicable laws, including but not limited to, the ICL and the Israeli Securities Law. All grants of Company Options and Company RSUs were duly approved by the Company Board and, if required by law, by the Company Shareholders. (d) As of the date hereof and as of the Closing Date, the Company shall have no Indebtedness outstanding in connection with the matters set forth in Section 3.6(d) of the Company Disclosure Letter. In addition, as of the Closing Date, the Company shall have ensured all payments due under the Contracts set forth in Section 3.6(d) of the Company Disclosure Letter have been paid in accordance with the terms of such Contracts, including any applicable service orders.

Company Capitalization. (a) The As of the close of business on January 25, 2013, the authorized capital stock of the Company consists consisted of (i) 300,000,000 36,000,000 shares of Company Common Stock, of which 15,685,671 shares were issued and outstanding, (ii) 20,000,000 3,000,000 shares of Company Preferred Stock. As , of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): which (A) 62,828,936 36,000 shares of Company Common Stock were issued have been designated as Series A Junior Participating Preferred Stock, par value $0.00025 per share (the "Series A Preferred Stock") and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (Ciii) no 1,553,965 shares of Company Capital Common Stock were held by issuable upon exercise of outstanding Company Options granted pursuant to the Company as treasury sharesStock Plans, and (iv) 656,834 shares of Company Common Stock underlying outstanding Company Restricted Stock granted pursuant to the Company Stock Plans. As of the close of business on January 25, 2013, there were 850,249 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, and 36,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Rights Plan. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above. (b) Since January 25, as of the date hereof2013, the Company has not (i) issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not or (ii) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs Options or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Stock. (c) Except as set forth in this Section 4.6(c4.7 and except for the Top-Up and the Company Preferred Stock purchase rights granted pursuant to the Rights Plan, and except as set forth on Section 4.7(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “"Company Securities”") and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of the Company Stock PlansPlans or (B) in the ordinary course of business. (ed) Neither Except for the Rights Plan, and except as set forth on Section 4.7(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, 1,000,000,000 Shares and (ii) 20,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock”). As of the close of business in New York City 5:00 p.m., Eastern time, on August 1331, 2010 2017 (the “Capitalization Date”): (Ai) 62,828,936 shares of Company Common Stock 53,978,007 Shares were issued and outstanding, outstanding (Bwith no Shares held by the Company as treasury shares); (ii) no shares of Company Preferred Stock were issued and outstanding, ; and (Ciii) no shares of Company Capital Stock Shares were held by the Company as in its treasury sharesor by any of its Subsidiaries. All Such issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, are free of preemptive rights, and were issued in compliance with Law. During the period from the Capitalization Date to the Agreement Date, (A) there have been no issuances by the Company of shares of capital stock of the Company other than issuances of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or under the Company ESPP and vesting and settlement of Company RSUs. (b) As of the close of business RSUs and Company PSUs outstanding on the Capitalization Date, and (B) there were 12,345,318 shares have been no issuances or grants of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs RSUs, Company PSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding optionssubscriptions, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, rightrights, convertible or exchangeable security securities or rights under any other similar agreement or commitment Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company Company. (b) As of the items in clauses Capitalization Date, (i)) there were outstanding Company Options to purchase (A) 2,929,428 Shares pursuant to the Stock Plans (other than the Non-Plan Awards) and (B) 435,000 Shares pursuant to Non-Plan Awards, (ii)) there were (A) 3,048,513 Shares subject to issuance pursuant to Company RSUs granted and outstanding pursuant to the Stock Plans (other than Non-Plan Awards) and (B) 166,313 Shares subject to issuance pursuant to Company RSUs granted and outstanding pursuant to Non-Plan Awards, (iii) there were (A) 878,447 Shares subject to issuance pursuant to Company PSUs granted and outstanding pursuant to the Stock Plans (other than Non-Plan Awards) and (B) 151,000 Shares subject to issuance pursuant to Company PSUs granted and outstanding pursuant to Non-Plan Awards, (iv) 20,573,862 Shares were reserved for issuance under the Stock Plans (other than Non-Plan Awards) (including upon exercise of the Company Options, Company RSUs and Company PSUs), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 671,000 Shares were available for future issuance under the Company ESPP. All Shares subject to issuance under any Company Options, Stock Plans, Company RSUs, Company ESPP, and Company PSUs, upon issuance prior to the Effective Time, if any, under the terms and conditions specified in the instruments under which they are issuable, will be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights, and issued in material compliance with Law. (c) Section 3.6(c) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the Capitalization Date, of all outstanding Company Options, Company RSUs, Company PSUs, and other rights to purchase or receive Shares granted under the Stock Plans and the Company ESPP, any sub-plan thereto or otherwise, and, for each such Company Option, Company RSU, Company PSU and other right, the number of Shares subject thereto, the grant and expiration dates, the exercise price or purchase price, of an ongoing offering period, if applicable, the name of the holder thereof, the Stock Plan (including any sub-plan) or other governing document under which the grant was made, the portion that is vested as of the close of business on the Capitalization Date, and the vesting schedule of such Company Option, Company RSU, Company PSU or ESPP purchase right or other right. Each grant of a Company Option, Company RSU, Company PSU, ESPP purchase right and other right was properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with Law, recorded on the Company’s financial statements in accordance with GAAP consistently applied, validly issued, and no such grants involved determining the purchase price per share other than as equal to the trading price of the Company’s Common Stock on the date the Company took action to approve the grant. There are no equity award plans, agreements, or similar arrangements other than the Stock Plans and the Company ESPP. (d) There are no outstanding contractual obligations of the Company to redeem, purchase, otherwise acquire, or dispose of any outstanding shares of capital stock of the Company. 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 Options, 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 Section 3.6(a), Section 3.6(b) and Section 3.6(c) and except for Shares issued since the Capitalization Date pursuant to the exercise of Company Options and settlement of vested Company RSUs and Company PSUs outstanding on the Capitalization Date, (i) no shares of capital stock or other voting securities (including voting debt) of the Company are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, restricted shares, stock appreciation rights, performance shares, performance share units, phantom stock, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of the its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities (including voting debt) of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to make issue, grant, extend or enter into any payments based on the price such security, option, warrant, call, right, commitment, agreement, arrangement or value of any Company Securities. Neither undertaking. (e) Except as contemplated by this Agreement or described in this Section 3.6, there are no (i) voting trusts or other agreements or understandings to which the Company nor or any of its Subsidiaries is a party or by which it or they are bound with respect to any Contract which obligate equity security of any class of the Company or any of its Subsidiaries to repurchaseCompany, redeem or otherwise acquire any Company Securities(ii) registration rights, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities equity security of any class of the Company or (iii) rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, 1,000,000,000 Shares and (ii) 20,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock”). As of the close of business in New York City 5:00 p.m., Eastern time, on August 1331, 2010 2017 (the “Capitalization Date”): (Ai) 62,828,936 shares of Company Common Stock 53,978,007 Shares were issued and outstanding, outstanding (Bwith no Shares held by the Company as treasury shares); (ii) no shares of Company Preferred Stock were issued and outstanding, ; and (Ciii) no shares of Company Capital Stock Shares were held by the Company as in its treasury sharesor by any of its Subsidiaries. All Such issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, are free of preemptive rights, and were issued in compliance with Law. During the period from the Capitalization Date to the Agreement Date, (A) there have been no issuances by the Company of shares of capital stock of the Company other than issuances of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or under the Company ESPP and vesting and settlement of Company RSUs. (b) As of the close of business RSUs and Company PSUs outstanding on the Capitalization Date, and (B) there were 12,345,318 shares have been no issuances or grants of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs RSUs, Company PSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding optionssubscriptions, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, rightrights, convertible or exchangeable security securities or rights under any other similar agreement or commitment Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company Company. (b) As of the items in clauses Capitalization Date, (i)) there were outstanding Company Options to purchase (A) 2,929,428 Shares pursuant to the Stock Plans (other than the Non-Plan Awards) and (B) 435,000 Shares pursuant to Non-Plan Awards, (ii)) there were (A) 3,048,513 Shares subject to issuance pursuant to Company RSUs granted and outstanding pursuant to the Stock Plans (other than Non-Plan Awards) and (B) 166,313 Shares subject to issuance pursuant Table of Contents to Company RSUs granted and outstanding pursuant to Non-Plan Awards, (iii) there were (A) 878,447 Shares subject to issuance pursuant to Company PSUs granted and outstanding pursuant to the Stock Plans (other than Non-Plan Awards) and (B) 151,000 Shares subject to issuance pursuant to Company PSUs granted and outstanding pursuant to Non-Plan Awards, (iv) 20,573,862 Shares were reserved for issuance under the Stock Plans (other than Non-Plan Awards) (including upon exercise of the Company Options, Company RSUs and Company PSUs), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 671,000 Shares were available for future issuance under the Company ESPP. All Shares subject to issuance under any Company Options, Stock Plans, Company RSUs, Company ESPP, and Company PSUs, upon issuance prior to the Effective Time, if any, under the terms and conditions specified in the instruments under which they are issuable, will be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights, and issued in material compliance with Law. (c) Section 3.6(c) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the Capitalization Date, of all outstanding Company Options, Company RSUs, Company PSUs, and other rights to purchase or receive Shares granted under the Stock Plans and the Company ESPP, any sub-plan thereto or otherwise, and, for each such Company Option, Company RSU, Company PSU and other right, the number of Shares subject thereto, the grant and expiration dates, the exercise price or purchase price, of an ongoing offering period, if applicable, the name of the holder thereof, the Stock Plan (including any sub-plan) or other governing document under which the grant was made, the portion that is vested as of the close of business on the Capitalization Date, and the vesting schedule of such Company Option, Company RSU, Company PSU or ESPP purchase right or other right. Each grant of a Company Option, Company RSU, Company PSU, ESPP purchase right and other right was properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with Law, recorded on the Company’s financial statements in accordance with GAAP consistently applied, validly issued, and no such grants involved determining the purchase price per share other than as equal to the trading price of the Company’s Common Stock on the date the Company took action to approve the grant. There are no equity award plans, agreements, or similar arrangements other than the Stock Plans and the Company ESPP. (d) There are no outstanding contractual obligations of the Company to redeem, purchase, otherwise acquire, or dispose of any outstanding shares of capital stock of the Company. 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 Options, 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 Section 3.6(a), Section 3.6(b) and Section 3.6(c) and except for Shares issued since the Capitalization Date pursuant to the exercise of Company Options and settlement of vested Company RSUs and Company PSUs outstanding on the Capitalization Date, (i) no shares of capital stock or other voting securities (including voting debt) of the Company are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, restricted shares, stock appreciation rights, performance shares, performance share units, phantom stock, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of the its Subsidiaries to issue, deliver or sell, or cause to Table of Contents be issued, delivered or sold, additional shares of capital stock or other voting securities (including voting debt) of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to make issue, grant, extend or enter into any payments based on the price such security, option, warrant, call, right, commitment, agreement, arrangement or value of any Company Securities. Neither undertaking. (e) Except as contemplated by this Agreement or described in this Section 3.6, there are no (i) voting trusts or other agreements or understandings to which the Company nor or any of its Subsidiaries is a party or by which it or they are bound with respect to any Contract which obligate equity security of any class of the Company or any of its Subsidiaries to repurchaseCompany, redeem or otherwise acquire any Company Securities(ii) registration rights, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities equity security of any class of the Company or (iii) rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 295,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock, of which 250,000 shares have been designated Series A Participating Preferred Stock. As of the close of business in New York City on August 13March 1, 2010 (the “Capitalization Date”): (A) 62,828,936 57,903,615 shares of Company Common Stock were issued and outstanding, of which 0 shares are unvested restricted stock subject to a right of repurchase by the Company, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. In addition to the 57,903,615 outstanding shares as of the Capitalization Date, the Company is obligated to issue 40,389 shares as a contribution match under the infoUSA 401(k) plan (which is comprised of 11,861 shares for the February 19, 2010 payroll date, 15,575 shares for the February 26, 2010 bonus payment and 12,953 shares for the March 5, 2010 payroll date). 57,944,004 shares of Company Common Stock will be outstanding after these further issuances. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of Since the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of granted under a Company RSUsStock Plan. (b) As of the close of business on the Capitalization Date, there were 12,345,318 3,622,106 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 527,500 shares of Company Common Stock and there were outstanding Company Stock, 1,123,294 -Based Awards covering 596,223 shares of Company RSUs and 712 Company Restricted Common Stock Awards 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, Company RSUs Options or Company Restricted Stock Stock-Based Awards, other than as permitted by Section 6.1(b5.1(b). There are no awards outstanding pursuant to the Company Stock Plans other than Company Options and Company Stock-Based Awards. Immediately prior to the Effective Time, each Company Stock-Based Award and each Company Option that is outstanding shall be cancelled and converted in accordance with the terms of this Agreement and from and after the Effective Time there shall be no Company Stock-Based Awards or Company Options remaining outstanding. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.63.6, there are (i) no issued or outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding subscriptions, options, warrants, rights rights, calls or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, transfer or sell any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, option, warrant, right, call, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Stock-Based Awards pursuant to the terms of Company Stock Plans. (ed) Neither Except for the Company Rights Plan, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (e) Section 3.6(e) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of all holders of outstanding Company Stock-Based Awards and Company Options, including, with respect to each holder thereof, (i) the exercise price per underlying share, if applicable, (ii) the term of each such Company Option, (iii) whether such Company Option is a nonqualified stock option or incentive stock option, and (iv) whether the optionee or award holder is an employee of the Company on the date of this Agreement. Prior to the date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Company Options and Company Stock-Based Awards, and, to the extent that any award has been granted that is evidenced by an award agreement that deviates from such form, the Company has provided to Parent a copy of such award agreement. (f) Except for in connection with Company Stock-Based Awards, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for Company Securities having the right to vote) with the stockholders of the Company on any matter.

Company Capitalization. (a) The authorized capital stock of the Company consists exclusively of (i) 300,000,000 3,000,000 shares of Company Common Stock, of which 1,741,201 shares were issued and outstanding as of the date of this Agreement (ii) 20,000,000 the “Company Capitalization Date”), none of which were subject to vesting or other risks of forfeiture pursuant to awards granted under the Company Stock Plans and 500,000 shares of preferred stock, no par value per share (“Company Preferred Stock”) of which no shares were issued and outstanding. As of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares Shares of Company Common Stock were are the only outstanding shares of the Company’s capital stock entitled to vote, or to vote as a class. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the shareholders of the Company on any matter. All of the issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock have been validly issued and are validly issued, fully paid and nonassessable nonassessable, and free none of such shares were issued in violation of, or without compliance with, any preemptive rights. Except as set forth above, as No shareholder of the date hereofCompany is entitled to dissent from any of the Contemplated Transactions or to seek appraisal for, or obtain payment of the Company has not issued any fair value of, such shareholder’s shares of Company Capital Stock other than pursuant to capital stock of the exercise of Stock Options or vesting and settlement of Company RSUsCompany. (b) As of the close of business on the Company Capitalization Date, there no shares of Company Common Stock were 12,345,318 reserved for issuance except for (i) 56,454 shares of Company Common Stock reserved for future issuance under the in connection with Company Stock Plans Options and 2,898,355 (ii) 12,736 shares of Company Common Stock reserved for future issuance under the Xxx Arbor Bancorp, Inc. Director Retainer Stock Plan (the “Company ESPPDirector Deferred Compensation Plan”), which shares will not be issued and instead will be paid in accordance with Section 5.6(b). As of the close date of business on this Agreement, except as set forth in Section 3.5(a) and this Section 3.5(b), no shares of Company Common Stock or options, warrants or other securities convertible into or exercisable or exchangeable for shares of Company Common Stock are issued, reserved for issuance or outstanding. (c) Schedule 3.5(c) of the Company Disclosure Schedules sets forth a list of each equity-based award outstanding as of the Company Capitalization Date. Since the Company Capitalization Date, there were outstanding the Company Options to purchase 10,925,583 has not: (i) issued or repurchased any shares of Company Common Stock or other equity securities of the Company; or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, or any other equity-based awards. From the Company has not grantedCapitalization Date through the date of this Agreement, committed to grant neither the Company nor any of its Subsidiaries has: (A) accelerated the vesting of or otherwise created or assumed any obligation lapsing of restrictions with respect to any Company Options, Company RSUs stock-based compensation awards or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). long-term incentive compensation awards; (cB) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none with respect to executive officers of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Stock Plan. (d) Except as set forth None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement in any material respect. As of the date of this Section 4.6, Agreement there are are: (i) no outstanding shares of capital stock ofsubscriptions, or other equity or voting interest inContracts, the Companyconversion privileges, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights calls or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by rights obligating the Company or any of its Subsidiaries to make issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any payments based on the price or value shares of any Company Securities. Neither capital stock of the Company nor or any of its Subsidiaries is a party to any Contract which obligate Subsidiaries; and (ii) no contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition shares of Company Common Stock pursuant or any equity security of the Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the terms Company or its Subsidiaries. Except as permitted by this Agreement, since the date hereof, no shares of Company Common Stock Plans. (e) Neither have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company nor or any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal and no dividends or other similar rights with respect to distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to the shareholders of the Company. Other than its Subsidiaries, the Company does not own, nor has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Company Capitalization. (a) The authorized capital stock of the Company OLRI consists of (i) 300,000,000 10,000,000 shares of Company common stock, par value $14.50 per share ("OLRI Common Stock, ") and (ii) 20,000,000 100,000 shares of Company Preferred Stock, par value $1.00 per share ("OLRI Preferred Stock"). As of the close of business in New York City on August 13date hereof, 2010 (the “Capitalization Date”): (A) 62,828,936 200,000 shares of Company OLRI Common Stock were issued and outstanding and 100,000 shares of OLRI Preferred Stock were issued and outstanding. All of the issued and outstanding shares of OLRI Common Stock and OLRI Preferred Stock are validly issued, fully paid and nonassessable and are held by Seller, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on OLRI's voting rights, charges and other encumbrances of any nature whatsoever. (b) The authorized capital stock of OLB consists of 100,000 shares of common stock, par value $1.20 per share ("OLB Common Stock"). As of the date hereof, 100,000 shares of OLB Common Stock were issued and outstanding, (B) no shares . All of Company Preferred Stock were the issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company OLB Common Stock are validly issued, fully paid and nonassessable and are owned beneficially and of record by Seller, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations OLB's voting rights, charges and other encumbrances of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)nature whatsoever. (c) Except as set forth in Section 4.6(c) As of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Closing, there are (i) no issued or outstanding bonds, debentures, notes, convertible notes or other indebtedness of either Company having the right to vote on any matters on which stockholders of such Company may vote. There are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued stock of either of the Companies or conditionally or absolutely obligating either of the Companies to issue or sell any shares of capital stock of, or other equity or voting interest interests in, the Company, (ii) no outstanding securities Companies. Neither of the Company convertible into Companies have outstanding obligations (whether conditional or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iiiabsolute) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition shares of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal capital stock or other similar rights with respect to any securities equity interests of the CompanyCompanies.

Company Capitalization. (a). (a) The authorized registered (authorized) share capital stock of the Company consists of (i) 300,000,000 shares of NIS 13,000,000 divided into 32,500,000 Company Common StockShares, and (ii) 20,000,000 shares of Company Preferred StockNIS 0.40 par value per share. As of At the close of business in New York City on August 13February 19, 2010 2019 (the “Capitalization Date”): ), (Ai) 62,828,936 shares of 21,855,004 Company Common Stock Shares were issued and outstanding, (Bii) no shares of 0 Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Shares were held by the Company in its treasury, (iii) there were outstanding Company Options to purchase 787,328 Company Shares, 1,490,448 outstanding Company RSUs and 570,846 Company Shares reserved for future grants under the Company Share Plans, and (iv) there were outstanding Rights (as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rightsdefined in the Rights Agreement). Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of at the close of business on the Capitalization Date, there no shares or other voting securities of the Company were 12,345,318 shares of Company Common Stock issued, reserved for future issuance under or outstanding. All outstanding Company Shares are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and free of any preemptive rights. (b) Section 3.5(b) of the Company Stock Plans Disclosure Letter lists each Company Option and 2,898,355 shares Company RSU outstanding as of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares the vesting schedule and number of Company Common Stock, 1,123,294 Company RSUs each that are vested and 712 Company Restricted Stock Awards and, since such dateunvested, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Share Plan under which such Company Options, Company RSUs Option or Company Restricted Stock AwardsRSU was issued, other than as permitted by Section 6.1(bthe number of Company Shares issuable thereunder and the exercise price (if applicable). (c) Except as set forth in Section 4.6(c) this ‎‎Section 3.5, at the close of business on the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, calls, stock appreciation rights, phantom stock, rights or other commitments or agreements Contracts to acquire from the CompanyCompany or its Subsidiaries, or that obligates the Company or its Subsidiaries to issue, any capital stock shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company or 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 shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company Capital Stockand Company Options, being referred to collectively as “Company Securities”) and (v) 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. Neither . (d) The aggregate consideration payable for Company Shares, Company Options and Company RSUs outstanding as of the date hereof under ARTICLE II (and, for the sake of clarity, excluding any Contingent RSU Consideration payable hereunder and any amount payable with respect to such securities if and to the extent permitted under Section 5.1 of the Company nor any Disclosure Letter) shall not exceed $551,563,909 (“Aggregate Consideration”), with such Aggregate Consideration consisting of its Subsidiaries is a party amounts not to any Contract which obligate exceed (1) $513,592,594 with respect to holders of the Company or any Shares outstanding as of its Subsidiaries the date hereof, (2) $11,211,367 with respect to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition holders of Company Common Stock pursuant Options outstanding as of the date hereof and (3) $26,759,948 with respect to holders of Company RSUs outstanding as of the date hereof; provided, that, the Company shall not be deemed to have breached this Section 3.5(d) (A) solely by virtue of proper exercises of Company Options and/or vesting of Company RSUs outstanding as of the date of this Agreement in accordance with their terms, so long as the net effect of such exercise or vesting does not increase the Aggregate Consideration (after taking into account the payment of the exercise price of the Company Options and the impact of any net settlement of Company Options), (B) to the terms extent there are changes to the relative portion of the Aggregate Consideration set forth in each of clauses (i), (ii) and (iii) of this Section 3.5(c), so long as such changes do not increase the Aggregate Consideration (after taking into account the payment of the exercise price of the Company Options to the Company) or (C) for the sake of clarity, by virtue of changes in the amount of the Contingent RSU Consideration as a result of the vesting of Company Stock PlansRSUs following the date hereof. (e) Neither Other than the Charter Documents and the Rights Agreement, the Company nor any of its Subsidiaries is not a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 225,000,000 shares of Company Common Stock, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13April 20, 2010 2015 (the “Capitalization Date”): (A) 62,828,936 137,677,872 shares of Company Common Stock were issued and outstanding, outstanding and (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no 15,446,360 shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, rights (other than the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsPreferred Stock). (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 6,139,005 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 shares of 1,945,043 Company Common Stock, 1,123,294 Company RSUs Shares and 712 (ii) outstanding Company Restricted Stock Awards andUnits to receive 4,193,962 Company Shares. Shares of Company Preferred Stock may be issued after the date hereof pursuant to, since such dateand in accordance with the terms and conditions set forth in the Investment Agreement. The estimate, dated as of April 29, 2015, of the accounting and economic impact resulting from the issuance of the Company has not granted, committed Preferred Stock in connection with the Investment Agreement related to grant or otherwise created or assumed any obligation with respect to any equity awards granted under the Company Options, Stock Plans as set forth in Section 4.6(b) of the Company RSUs or Disclosure Letter was prepared in good faith using reasonable assumptions based on information that the Company Restricted Stock Awards, other than as permitted by Section 6.1(b)had at the time that such estimate was prepared. (c) Except as set forth in this Section 4.6 or Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock Company Capital Stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock Company Capital Stock of, or other equity or voting interest in, the Company, except for the Company Preferred Stock, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock Company Capital Stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock Company Capital Stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock Company Capital Stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital StockStock of the Company, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company SecuritiesSecurities (other than payments that may be paid pursuant to the terms of the Company Preferred Stock). Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except (A) in respect of the Company Preferred Stock or (B) in connection with the repurchase or acquisition of Company Common Stock pursuant to (x) the terms of Company Stock PlansPlans or (y) in the ordinary course of business consistent with past practice. (ed) Neither Except as set forth in Section 4.6(d) of the Company Disclosure Letter, the Registration Rights Agreement and the Stockholder Rights Agreement, neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. Except as set forth in Section 4.6(d) of the Company Disclosure Letter, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 100,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13April 17, 2010 2009 (the “Capitalization Date”): (A) 62,828,936 31,236,602 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) there were no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of Since the close of business on the Capitalization Date, there were 12,345,318 the Company has not issued or granted any shares of Company Capital Stock or any Company Securities other than pursuant to the exercise of Company Options granted prior to the date hereof under a Company Stock Plan and pursuant to Company Stock-Based Awards granted prior to the date hereof. (b) As of the Capitalization Date, the Company has reserved 10,799,571 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which as of the Capitalization Date 7,255,118 shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans, and, since such date, no additional shares have been reserved. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 acquire up to 1,545,164 shares of Company Common StockStock (x) with an exercise price per share less than the Price Per Share and (y) with a weighted average exercise price (rounded to the nearest xxxxx) of $3.03, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, and (ii) Company RSUs Stock-Based Awards representing the right to receive 996,243 shares of Company Common Stock, and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Restricted Stock-Based Awards. As of the close of business on the Capitalization Date, there were outstanding Company Options to acquire up to 4,713,711 shares of Company Common Stock Awards, other with an exercise price per share equal to or greater than as permitted by Section 6.1(b)the Price Per Share. (c) Except as set forth All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in Section 4.6(caccordance 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, nonassessable and free of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiariespreemptive rights. (d) Except as set forth in this Section 4.63.7 or Section 3.7 of the Company Disclosure Letter, as of the Capitalization Date (and since such date, none were granted, committed to grant, reserved, created or assumed) there are were (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements binding arrangements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other securities or ownership interests in, the Company or its Subsidiaries (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), (vi) voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company, (vii) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of the Company to which the Company is a party or by which it is bound, and (vviii) 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. With respect to each Company Stock-Based Award and Company Option, the Company Disclosure Letter sets forth (i) the record owner, (ii) the vesting status (to the extent not fully accelerated at the Effective Time), (iii) the exercise price, and (iv) the Company Plan pursuant to which such Company Stock-Based Award or Company Option was issued. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except . There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. The Company does not have a stockholder rights plan in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Planseffect. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (f) At or prior to the Effective Time, the Company shall have taken all necessary action such that all Company Stock-Based Awards and Company Options shall be cancelled as of the Effective Time, and shall be of no further force or effect thereafter, and, for the avoidance of doubt, no such Company Stock-Based Awards or Company Options shall be assumed by the Surviving Corporation. (g) Except for the Company Stock Plans listed specifically in clause (i) of the definition thereof, there are no Company Stock Plans.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 250,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13October 7, 2010 2011 (the “Capitalization Date”): (A) 62,828,936 72,190,079 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 11,729,233 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 3,110,525 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 6,274,444 shares of Company Common Stock, 1,123,294 Stock and 3,256,028 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)RSUs. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of Company Stock PlansPlans or (B) in the ordinary course of business consistent with past practice. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 290,000,000 shares of Company Common Stock, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City San Francisco, California on August 13April 26, 2010 2017 (such time and date, the “Capitalization Date”): (A) 62,828,936 79,215,615 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 5,340,818 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 1,514,177 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 7,320,555 shares of Company Common Stock and (ii) outstanding Company RSUs covering 6,176,336 shares of Company Common Stock. Section 3.6(b)(i) of the Company Disclosure Letter sets forth, 1,123,294 with respect to each outstanding Company RSUs and 712 Option as of the Capitalization Date, the name of the holder of such Company Restricted Option, the number of shares of Company Common Stock Awards andissuable upon the exercise of such Company Option, since the exercise price of such dateCompany Option, the expiration date of such Company Option, the date on which such Company Option was granted, the vesting schedule for such Company Option (including an indication as to whether any acceleration provisions or any performance based vesting conditions exist with respect thereto), the Company has not grantedStock Plan under which such Company Option was granted and whether such Company Option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Section 3.6(b)(ii) of the Company Disclosure Letter sets forth, committed to grant or otherwise created or assumed any obligation with respect to each outstanding Company RSU as of the Capitalization Date, the name of the holder of such award, the number of shares of Company Common Stock subject to such award, the date of grant of such award, the Company Stock Plan under which such Company RSU was granted (if any) and the applicable vesting and/or settlement schedule (including an indication as to whether any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(bacceleration provisions exist with respect thereto). (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter3.6, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of NIS 50,000,000 (ififty million) 300,000,000 shares of Company Common Stockdivided into 50,000,000 (fifty million) Ordinary Shares, and (ii) 20,000,000 shares of Company Preferred StockNIS 1 par value per share. As of At the close of business in New York City on August 13December 15, 2010 2020 (the “Capitalization Date”): ), (Ai) 62,828,936 shares of Company Common Stock 14,499,813 Ordinary Shares were issued and outstanding, (Bii) except for the Excluded Shares, no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock Ordinary Shares were held by the Company as treasury shares. All in its treasury, (iii) there were outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rightsOptions to purchase 589,499 Company Shares. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of at the close of business on the Capitalization Date, there no shares or other voting securities of the Company were 12,345,318 shares of Company Common Stock issued, reserved for future issuance or outstanding. All outstanding Ordinary Shares are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights, subscription right or any similar right under any provision of the ICL, the Charter Documents or any Contract to which the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPis otherwise bound. As of the close of business on Since the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not (x) issued any Ordinary Shares, Company Options or any other securities, or rights to acquire Ordinary Shares, or other rights that give the holder thereof any economic benefit accruing to the holders of any Ordinary Shares other than pursuant to the exercise of Company Options or as permitted by Section 5.1(b), or (y) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b5.1(b). (cb) Except as set forth in Section 4.6(c3.6(b) of the Company Disclosure Letter, Letter lists each Company Option outstanding as of December 15, 2020 under the Company Stock Plan, whether such Company Option is currently intended to qualify as a nonqualified stock option or incentive stock option pursuant to the Code, or otherwise, the name of the holder thereof, the residence of such holder, the grant date, expiration date, the number of Company Shares issuable thereunder, the exercise price, whether each such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Israeli Income Tax Ordinance or Section 102 of the Israeli Income Tax Ordinance and the applicable sub-section of Section 102 of the Ordinance, and for Company Options subject to Section 102(b)(2) of the Ordinance the date hereofof deposit of such Company Option with the 102 Trustee, none including, the date of deposit of the Company or any applicable board resolution and the date of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to deposit of the Company or one of its Subsidiaries. (d) respective option agreement with the 102 Trustee. Except as set forth in this Section 4.63.6 and except as expressly permitted under Section 5.1(b), there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company, Company Capital StockOptions, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock Shares pursuant to the terms of Company Stock PlansPlan. (ec) Neither Except as set forth in Section 3.6 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the CompanyCompany or any of its Subsidiaries.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 15,000,000 shares of Class A Company Common Stock, and (ii) 20,000,000 15,000,000 shares of Class B Company Common Stock and 5,000,000 shares of cumulative preferred stock, par value $100 per share, of the Company (the "Preferred Stock") of which 100,000 shares are designated as Series A Junior Participating Cumulative Preferred Stock and have been reserved for issuance upon the exercise of the rights (the "Company Rights") distributed to holders of the Company Common Stock pursuant to the Amended and Restated Rights Agreement, dated as of December 24, 1998 (the "Rights Plan"), between the Company and National City Bank, as Rights Agent. As of the close of business in New York City on August 13May 1, 2010 2006, (the “Capitalization Date”): (Ai) 62,828,936 3,734,927 shares of Class A Company Common Stock were issued and outstanding, (B) no outstanding and 980,326 shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares, (ii) 4,177,372 shares of Class B Company Common Stock were issued and outstanding and 1,087,786 shares were held by the Company as treasury shares, (iii) 1,682,625 shares of Company Common Stock were reserved for issuance under the Company Stock Plans (including shares referred to in (iv) and (v) below), (iv) 1,198,835 shares of Class A Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Options granted under the plans and agreements applicable to such Company Stock Options, (v) 435,850 shares of Class B Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Options granted under the plans and agreements applicable to such Company Stock Options, (vi) no shares of Preferred Stock were issued and outstanding and (vii) no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters of which shareholders of the Company may vote were issued or outstanding. All outstanding shares of Company Common Stock are are, and all shares which may be issued pursuant to the plans and agreements applicable to the Company Stock Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and free of any not issued in violation of, or are subject to, preemptive rights or similar rights. Except as set forth above, above and as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted contemplated by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Agreement, there are (i) no outstanding (A) shares of capital stock of, or other equity or voting interest in, securities of the Company, (iiB) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iiiC) no outstanding options, warrants, rights restricted stock, restricted stock units, or other commitments or agreements rights to acquire from the Company, and no preemptive or that obligates similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock or voting securities of the Company obligating the Company to issue, register, transfer or sell, any capital stock ofstock, voting securities or other equity or voting interest in, or any securities convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iv) no obligations of Company or obligating the Company to grant, extend or enter into any subscriptionsuch option, warrant, restricted stock units, subscription or other right, convertible security, agreement, arrangement or exchangeable security commitment or (D) no equity equivalents, interests in the ownership or earnings of the Company or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company rights (the items in clauses (iA), (iiB), (iiiC) and (iv), together with the Company Capital Stock, D) being referred to collectively as “the "Company Securities”"). None of the Company or its Subsidiaries has any obligation, commitments or arrangements to redeem, repurchase or otherwise acquire any of the Company Securities or any of the Company Subsidiary Securities (as hereinafter defined), including as a result of the transactions contemplated by this Agreement or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) and (vin any Subsidiary or other Person. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no voting trusts or registration rights or other obligations by agreements or understandings to which the Company or any of its Subsidiaries to make any payments based on the price is a party, or value of any Company Securities. Neither which the Company nor any has knowledge, with respect to the voting or disposition of its Subsidiaries is a party to any Contract which obligate the capital stock of the Company or any of its Subsidiaries to repurchaseSubsidiaries. For purposes of this Agreement, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities "knowledge of the Company", "Company's knowledge" or similar "knowledge" qualifiers mean the actual knowledge after due inquiry of the individuals set forth in Section 3.2(a) of the Company Disclosure Schedule.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 300,000,000 150,000,000 shares of Company Common Stock, of which there were 32,661,554 shares issued and (ii) 20,000,000 shares of Company Preferred Stock. As outstanding as of the close of business in New York City on August 13September 20, 2010 (the “Capitalization Date”): (A) 62,828,936 2001, 100,000 shares of Company Common Stock were preferred stock, par value $0.01 per share, of which 4,416 shares have been designated Series A Convertible Preferred, none of which are issued and outstanding, (B) no shares of Company Preferred Stock were issued and or outstanding, and (C) no 7,000 shares have been designated Series B Participating Cumulative Preference Stock, none of which are issued or outstanding, and 7,000,000 shares of Company Capital Stock were held by the Company as treasury sharesClass A common stock, par value $0.01 per share, none of which are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any preemptive rightsContract to which Company is a party or by which it is bound. Except as set forth above, as As of the date hereofof this Agreement, the Company has not issued any there are 5,000 shares of Company Capital Common Stock other than pursuant to the exercise of Stock Options or vesting and settlement held in treasury by Company. There are no shares of Company RSUsRestricted Stock issued or outstanding. (b) As of the close of business on the Capitalization DateSeptember 20, there were 12,345,318 2001, (i) 2,872,494 shares of Company Common Stock reserved for future are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Stock Plans and 2,898,355 Option Plan for an aggregate exercise price of $45,271,670, (ii) 900,000 shares of Company Common Stock are subject to issuance pursuant to the non-qualified option granted to Xxxxx Xxxxx (together with the options set forth in clause (i) above, the "Company Options") for an aggregate exercise price of $2,124,000, and (iii) 300,000 shares of Company Common Stock are reserved for future issuance under the Company ESPP. As Part 2.2(b) of the close Company Disclosure Letter sets forth the following information with respect to each Company Option outstanding as of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common StockStock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted or assumed; (v) the vesting schedule of such Company Option, 1,123,294 and the extent to which such Company RSUs Option is vested as of the date of this Agreement; (vi) the date on which such Company Option expires; and 712 (vii) whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company Restricted Stock Awards and, since such date, has made available to Parent an accurate and complete copy of the Company has not grantedStock Option Plan and the form of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Stock Option Plan and the Stock Option Agreement. All shares of Company Common Stock subject to issuance as aforesaid, committed upon issuance on the terms and conditions specified in the instruments pursuant to grant or otherwise created or assumed any obligation which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except in connection with respect to any the Company Options, there are no Contracts of any character to which Company RSUs or is bound obligating Company Restricted Stock Awards, other than to accelerate the vesting of any Company Option as permitted by Section 6.1(b). (c) a result of the Merger. Except as set forth in Section 4.6(cPart 2.2(b) of the Company Disclosure Letter, as all of which terminate on or prior to the date hereofClosing, none of the there are no outstanding or authorized stock appreciation, profit participation, "phantom stock," or other similar plans or Contracts with respect to Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiariessubsidiaries. (dc) Except as set forth in this Section 4.6All outstanding shares of Company Common Stock, there are (i) no all outstanding Company Options, and all outstanding shares of capital stock of, or of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other equity or voting interest in, the Company, applicable Legal Requirements and (ii) no outstanding securities all requirements set forth in applicable agreements or instruments. For the purposes of the Company convertible into or exchangeable for shares of capital stock ofthis Agreement, "Legal Requirements" means any federal, state, local, municipal, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, judgment, injunction, order, rule, regulation, ruling or voting interest inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value authority of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except Governmental Entity (as defined in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansSection 2.4). (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 200,000,000 (two hundred million) shares of Company Common Stock, and (ii) 20,000,000 25,000,000 (twenty-five million) shares of Company Non-Voting Common Stock, and (iii) 199,000,000 (one hundred ninety-nine million) shares of Company Preferred Stock. As of the close of business in New York City on August April 13, 2010 (the “Capitalization Date”): 2012: (A) 62,828,936 38,635,450 (thirty-eight million six hundred thirty-five thousand four hundred fifty) shares of Company Common Stock were issued and outstandingoutstanding (which number includes all outstanding Company Restricted Shares), (B) no shares of Company Common Stock were held by the Company as treasury shares, (C) no shares of Company Non-Voting Common Stock were issued and outstanding and (D) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth aboveSince the close of business on April 13, as of the date hereof2012, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options granted under a Company Stock Options Plan or vesting and settlement pursuant to the exercise of Company RSUsWarrants. (b) As of the close of business on the Capitalization Date, there were 12,345,318 The Company has reserved 4,176,753 (four million one hundred seventy-six thousand seven hundred fifty three) shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans, of which 3,800,316 (three million eight hundred thousand three hundred ten) shares of Company Common Stock have been reserved for future issuance pursuant to outstanding grants under the Company ESPPStock Plans as of close of business on April 13, 2012. As of the close of business on the Capitalization DateApril 13, 2012, there were outstanding Company Options to purchase 10,925,583 3,800,316 (three million eight hundred thousand three hundred ten) shares of Company Common Stock and outstanding Company Warrants to purchase 985,000 (nine hundred eighty-five thousand) shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs Options or Company Restricted Stock Awards, Warrants other than as permitted by Section 6.1(b)this Agreement. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Company Stock Plan or Company Warrant will 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, nonassessable and free of preemptive rights. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter2.7 or as contemplated by this Agreement, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, hereof there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the CompanyCompany (other than as a result of the exercise of the Company Options and Company Warrants, each as set forth in Section 2.7(b)), (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, warrants or other rights or other commitments or agreements arrangements to acquire from the Company, or that obligates obligate or commit the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (v) no outstanding restricted shares, restricted share 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 of, any capital stock of, or other voting securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”), and the items in clauses (i), (ii), (iii), (iv) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities Subsidiary of the Company., together with the capital stock of such Subsidiary, being referred to collectively “Subsidiary Securities”),

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 75,000,000 shares of Company Common Stock, Stock and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City San Francisco, California on August 13October 7, 2010 (the “Capitalization Date”): (Ax) 62,828,936 47,153,535 shares of Company Common Stock were issued and outstanding, ; (By) no shares of Company Preferred Stock were issued and outstanding, ; and (Cz) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 4,644,059 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 8,924,447 shares of Company Common Stock, 1,123,294 820,592 Company RSUs Stock-Based Awards and 712 warrants to purchase 2,000,000 shares of Company Restricted Common Stock Awards 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, Company RSUs Stock-Based Awards or warrants to purchase shares of Company Restricted Common Stock Awards, other than as permitted by Section 6.1(b)this Agreement. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.63.7, there are (i) no outstanding shares of capital stock ofCompany Capital Stock, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, Company Capital Stock or other equity or voting interest in, in the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock ofCompany Capital Stock, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock ofCompany Capital Stock, or other equity or voting interest in, in the Company, (iv) 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 Contract relating to any capital stock ofCompany Capital Stock, or other equity or voting interest (including any voting debt) in, in the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except . All issued and outstanding Company Securities were issued in connection compliance with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plansall applicable Laws and all requirements set forth in applicable Contracts. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, of or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of 150,000,000 Company Common Stock, Shares and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13the date of this Agreement (such time and date, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of 49,380,998 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, outstanding and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding Company Shares are and all shares of Company Common Stock are which may be issued pursuant to this Agreement will be when issued, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 3,969,515 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were (i) no outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 (ii) outstanding Company Restricted Stock Awards and, since such date, Units to receive 2,979,561 Company Shares. Section 4.6(b) of the Company has not grantedDisclosure Letter sets forth a complete and accurate list, committed to grant or otherwise created or assumed any obligation as of the close of business on the date hereof, of all outstanding Company Restricted Stock Units, indicating with respect to any Company Options, Company RSUs or such Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Units the name of the holder thereof and the number of Company Restricted Stock Units held thereby. The Company has made available to Parent a form of all agreements pursuant to which the currently outstanding Company Restricted Stock Units were awarded. (c) Except as set forth in this Section 4.6 or Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of Company Stock PlansPlans or (B) in the ordinary course of business consistent with past practice. (ed) Neither Except as set forth in Section 4.6(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. Except as set forth in Section 4.6(d) of the Company Disclosure Letter, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock. (e) Section 4.6(e) of the Company Disclosure Letter sets forth the current outstanding indebtedness for borrowed money of the Company or its Subsidiaries that is not reflected in the Company Balance Sheet or was not incurred in the ordinary course of business consistent in all material respects with past practice after the date of the Company Balance Sheet.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of 500,000,000 Company Common Stock, Shares and (ii) 20,000,000 1,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13December 4, 2010 2015 (the “Capitalization Date”): (A) 62,828,936 shares of 148,997,609 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, outstanding and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are and all Company Shares which may be issued pursuant to this Agreement will be when issued, duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of From the Capitalization Date through the date hereofof this Agreement, there have been no issuances by the Company has not issued any shares of Company Capital Stock Shares, other than issuances of Company Shares pursuant to the exercise of Company Stock Options outstanding as of the Capitalization Date or the vesting and settlement of Company RSUsRestricted Stock Units outstanding as of the Capitalization Date. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 6,199,609 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 shares of 2,616,080 Company Common StockShares, 1,123,294 Company RSUs and 712 (ii) outstanding Company Restricted Stock Units to receive 675,733 Company Shares, (iii) outstanding Company PSU Awards andto receive 41,725 Company Shares, since assuming target performance and 83,450 Company Shares assuming maximum performance and (iv) $937,007 outstanding under Company Deferred Cash Awards. Section 3.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the close of business on the date hereof, of (A) all outstanding Company Options, indicating with respect to each such dateCompany Option the name of the holder thereof, the Company has not Stock Plan pursuant to which it was granted, committed the number of Company Shares subject to grant or otherwise created or assumed any obligation such Company Option, the exercise price and the date of grant, (B) all outstanding Company Restricted Stock Units, indicating with respect to any Company Options, Company RSUs or such Company Restricted Stock Units the Company Stock Plan pursuant to which it was granted, the name of the holder thereof and the number of Company Restricted Stock Units held thereby and (C) all outstanding Company PSU Awards, other than as permitted by Section 6.1(b)indicating with respect to such Company PSU Awards the Company Stock Plan pursuant to which it was granted, the name of the holder thereof and the number of Company PSU Awards held thereby assuming target performance. The Company has made available to Parent complete and accurate copies of all Company Stock Plans, the forms of all stock option agreements evidencing Company Options and the forms of all agreements pursuant to which the currently outstanding Company Restricted Stock Units and Company PSU Awards were awarded. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there There are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, and (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible warrant or exchangeable security or other similar agreement or commitment Contract relating to any the capital stock of, or any other equity or voting interest (including any voting debt) in, the Company or the grant of any convertible or exchangeable security in the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) ). All Company Options have an exercise price equal to no other obligations by less than the fair market value of the underlying Company or any of its Subsidiaries to make any payments based Shares on the price or value date of any Company Securitiesgrant, determined in accordance with Section 409A of the Code. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase repurchase, redemption or acquisition of Company Common Stock Shares pursuant to (A) the terms of Company Stock PlansPlans or (B) in the ordinary course of business consistent with past practice. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock. (e) As of the date of this Agreement, there was no outstanding indebtedness for borrowed money of the Company or its Subsidiaries other than as reflected in the Company Balance Sheet or incurred in the ordinary course of business consistent in all material respects with past practice after the date of the Company Balance Sheet.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common StockShares, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13November 28, 2010 2014 (the “Capitalization Date”): (A) 62,828,936 shares of 193,773,703 Company Common Stock Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 14,394,156 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlans. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 shares of 9,831,861 Company Common StockShares under the Company Stock Plans, 1,123,294 and (ii) outstanding Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any 4,562,295 Company Options, Shares under the Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Plans. (c) Except as otherwise set forth in this Section 4.6(c) of the Company Disclosure Letter4.6, as of the date hereofof this Agreement, none there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, voting rights, registration rights, repurchase rights, agreements, arrangements, calls, commitments, anti-dilutive rights, rights of first refusal or other rights of any kind, nor any Contract to which the Company is party that relates to any of the foregoing, in each case that obligates the Company to issue, deliver or sell or cause to be issued, delivered or sold any shares of capital stock or similar ownership interests of the Company, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of equity securities, partnership interests or similar ownership interests of the Company from the Company, and no securities or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company obligations evidencing such rights are authorized, issued or one of its Subsidiaries. (d) outstanding. Except as otherwise set forth in this Section 4.6, there are (i) no outstanding commitments or agreements of any character obligating the Company to repurchase, redeem or otherwise acquire or cause to be repurchased, redeemed or otherwise acquired or options to acquire any shares of capital stock ofequity securities or similar ownership interests of the Company. Except as otherwise set forth in this Section 4.6, the Company does not have outstanding any bonds, debentures, notes or other equity obligations the holders of which have the right to vote (or voting interest in, convertible into or exercisable for securities having the Company, (iiright to vote) no outstanding securities with the stockholders of the Company convertible into or exchangeable for shares of capital stock ofon any matter. Except as otherwise set forth in this Section 4.6, or other equity or voting interest in, the Company, (iii) there are no outstanding options, warrants, rights or other commitments or agreements of any character to acquire from the Company, or that obligates which the Company to issue, any capital stock of, is a party or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of by which it is bound obligating the Company to grant, extend extend, accelerate the vesting of or enter into any subscription, option, warrant, equity security, call, right, convertible commitment or exchangeable security agreement. There are no registration rights and there is no voting trust, proxy, rights plan, antitakeover plan or other similar agreement or commitment relating understanding to which the Company is a party or by which it is bound with respect to any capital stock of, or other equity or voting interest (including security of any voting debt) in, class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries. (the items in clauses (i), (ii), (iiid) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) There are no other obligations by outstanding contractual commitments of the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchasemake any material investment (in the form of a loan, redeem capital contribution or otherwise acquire otherwise) in any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plansother Person. (e) Neither With respect to the Company nor any of its Subsidiaries is a party to any agreement relating Options and Company RSUs issued pursuant to the voting ofCompany Stock Plans, requiring registration of, (i) each grant of a Company Option was duly authorized no later than the date on which the grant of such option was by its terms to be effective on the date the option was granted (the “Grant Date”) by all necessary corporate action and was duly executed and delivered by each party thereto within a reasonable time following the Grant Date and no such grants involved any “back dating,” “forward dating” or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights practices with respect to the effective date of grant, (ii) all Company Options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the Grant Date and no Company Option has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option, in each case, as determined in accordance with Section 409A of the Code, (iii) each such grant was made in accordance with the terms of the Company Stock Plans and all applicable Laws, including valid exemptions from registration under the Securities Act and all other applicable securities Laws, (iv) the Company Stock Plans are the only plans or program the Company maintains under which outstanding options to acquire Company Shares or other compensatory equity-based awards have been or may be granted and there are no options or rights to acquire Company Shares or any other equity-based awards with respect to Company Shares outstanding other than the Company Options and Company RSUs granted and outstanding under the Company Stock Plans, (v) the Company has made available to Parent true, correct and complete copies of each form of award agreement, (vi) no Company Options or Company RSUs differ in any material respect from such form agreements, (vii) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement such Company Options and/or Company RSUs in any case from the forms provided to Parent and (viii) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company. Section 4.6(e) of the Company Disclosure Letter contains a true and complete list as of the date of this Agreement of (i) the number of Company Options and Company RSUs and (ii) (A) the dates on which such Company Options and Company RSUs were granted and (B) the exercise or base price of such Company Options. All shares of Company Capital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 70,000,000 shares of Company Common Stock, and (ii) 20,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13June 3, 2010 2015 (the “Capitalization Date”): (A) 62,828,936 32,138,211 shares of Company Common Stock were issued and outstanding, outstanding and (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 were: (i) 1,527,078 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 Plans; (ii) 0 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were ; (iii) outstanding Company Options to purchase 10,925,583 3,152,258 shares of Company Common Stock, 1,123,294 Company RSUs and 712 ; (iv) outstanding Company Restricted Stock Awards Units covering 379,154 shares of Company Common Stock; and (v) Company SARs relating to an aggregate of 1,337,782 shares of Company Stock (each of clauses (iii), (iv) and (v), an “Equity Award” and, since such datecollectively, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock “Equity Awards, other than as permitted by Section 6.1(b”). (c) Section 3.6(c) of the Company Disclosure Letter includes an accurate and complete list, as of the Capitalization Date, of each outstanding Equity Award, including with respect to each such Equity Award: the holder thereof, the date of grant, the vested status and vesting schedule, the number of shares of Company Common Stock underlying each such Equity Award (including the target and maximum number of shares of Company Common Stock underlying such award, as applicable), the Company Stock Plan under which the Equity Award was granted and, where applicable, the exercise price. (d) With respect to the Equity Awards, (1) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board or an authorized committee thereof, and any required approval by the stockholders of the Company, and the award agreement governing such Equity Award was duly executed and delivered by each party thereto within a reasonable time following the Grant Date, (2) each such grant was made in accordance with all applicable Laws, including the rules of the Nasdaq, and all of the terms and conditions of the Company Stock Plan, (3) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, (4) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Equity Awards in the Company’s Tax Returns and the Company SEC Reports, respectively, and (5) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. (e) Except as set forth in Section 4.6(c3.6(a) and Section 3.6(b) and for changes since the Capitalization Date resulting from the exercise of the Company Disclosure Letter, Options outstanding as of the date hereof, none Capitalization Date and the settlement of Company Restricted Stock Units outstanding as of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the CompanyCompany (including any Company Options, Company SARs and Company Restricted Stock Units), (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate that obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of Company Stock PlansPlans or (B) in the ordinary course of business consistent with past practice. (ef) Neither the Company nor any of its Subsidiaries is a party to any agreement Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. No Subsidiary of the Company owns any shares of Company Common Stock or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized capital stock of the Company consists of of: (i) 300,000,000 800,000,000 shares of Company Common Stock, ; and (ii) 20,000,000 100,000,000 shares of Company Preferred Stock. As of the close of business in New York City 5:00 p.m. (California time) on August 13March 10, 2010 2023 (the “Capitalization Company Listing Date”): (Ai) 62,828,936 150,689,947 shares of Company Common Stock were issued and outstanding, outstanding (Bwhich amount includes shares of Company Restricted Stock set forth in Section 3.3(c)(iv)); (ii) no shares of Company Preferred Stock were issued and outstanding, ; and (Ciii) no shares of Company Capital Common Stock were held by the Company as treasury shares. (b) There are no shares of Company Common Stock held by any of the Company’s Subsidiaries. There is no Company Contract relating to the voting or registration of any shares of Company Common Stock. Except pursuant to Company Equity Plans and the agreements evidencing outstanding Company Equity Awards, none of the Acquired Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. (c) As of 5:00 p.m. (California time) on the Company Listing Date: (i) 12,011,407 shares of Company Common Stock were subject to issuance pursuant to Company Options; (ii) 7,481,519 shares of Company Common Stock are reserved for future issuance pursuant to the ESPP; (iii) 6,775,053 shares of Company Common Stock were issuable upon settlement or vesting of outstanding Company restricted stock units (“Company RSUs”); (iv) 467,095 shares of restricted Company Common Stock were unvested pursuant to Company restricted stock awards subject to time-based vesting conditions granted and outstanding under the Company Equity Plans and 361,408 shares of restricted Company Common Stock were unvested pursuant to Company restricted stock awards subject to performance-based vesting conditions under the Company Equity Plans (collectively, “Company Restricted Stock”); (v) no shares of Company Common Stock were subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vii) 27,452,087 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. (d) Section 3.3(d) of the Company Disclosure Letter accurately sets forth the following information with respect to each Company Equity Award outstanding as of 5:00 p.m. (California time) on the Company Listing Date: (i) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, if any, both the target and the maximum number of shares of Company Common Stock); (iv) the exercise price (if any) of such Company Equity Award; (v) the date on which such Company Equity Award was granted; (vi) the date on which such Company Equity Award expires; (vii) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (viii) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (ix) whether the vesting of such Company Equity Award differs materially from the Company’s standard vesting schedule. The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Reports in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (e) The Company has made available to Parent accurate and complete copies of all equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are outstanding as of the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise). (f) Except (x) as set forth in Section 3.3(a), Section 3.3(c) and Section 3.3(c) and (y) for changes since 5:00 p.m. (California time) on the Company Listing Date resulting from the exercise of Company Options or the vesting of Company RSUs or Company Restricted Stock, in each case, outstanding as of the Company Listing Date and in accordance with their terms, as of the date of this Agreement: (i) the Company does not have any shares of capital stock or other equity interests outstanding; and (ii) other than the ESPP, there is no (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) issued or granted by any of the Acquired Companies to acquire any shares of the capital stock or other securities of any of the Acquired Companies, (B) outstanding security, instrument or obligation issued, granted or entered into by any of the Acquired Companies that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Companies or (C) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All outstanding shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Companies have been issued and granted in material compliance with: (i) all applicable securities laws and other applicable Laws; and (ii) the terms of applicable Contracts. (h) All of the outstanding shares of Company Common Stock are have been duly authorized and validly issued, and are fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as All of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock ofof each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned directly or other equity or voting interest in, indirectly by the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) free and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value clear of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company SecuritiesEncumbrances, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plansfor restrictions on transfer under applicable securities laws and Permitted Encumbrances. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (ai) The authorized capital stock of the Company consists of sixty million (i60,000,000) 300,000,000 shares of Company Common Stock, Stock and five million (ii5,000,000) 20,000,000 shares of preferred stock, par value $.01 per share, of the Company (the “Preferred Stock”). As of the close of business in New York City on August 13the day immediately preceding the date of this Agreement, 2010 (the “Capitalization Date”): (A) 62,828,936 17,971,849 shares of Company Common Stock were issued and outstanding, (B) outstanding and no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares, (B) 589,071 shares of Company Common Stock were reserved for issuance under the Company’s Employee Stock Purchase Plan of 2000 (“Company ESPP”), (C) 2,876,988 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Options granted under the Company Stock Plan, (D) 342,524 shares of Company Common Stock were reserved for issuance upon the exercise of the outstanding warrants to purchase Company Common Stock (the “Company Warrants”), (E) no shares of Preferred Stock were issued and outstanding and (F) no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters of which shareholders of the Company may vote were issued or outstanding. All of the outstanding equity securities of the Company have been offered and issued in compliance with all applicable securities laws, including the Securities Act and “blue sky” laws. (ii) Section 3.2(a)(ii) of the Company Disclosure Schedule sets forth a summary, as of the close of business on the day immediately preceding the date of this Agreement, of the number of outstanding Company Stock Options and Company Warrants and the following information with respect thereto: (A) the number of shares of Company Common Stock subject thereto; (B) the date of grant; (C) the expiration date; and (D) the exercise price thereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and free of were not issued in violation of, and are not subject to, any preemptive or other similar rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (ciii) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, above and as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in contemplated by this Section 4.6Agreement, there are (i) no outstanding (A) shares of capital stock of, or other equity or voting interest in, securities of the Company, (iiB) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iiiC) no outstanding options, warrants, rights restricted stock, restricted stock units, or other commitments or agreements rights to acquire from the Company, and no preemptive or that obligates similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock or voting securities of the Company obligating the Company to issue, register, transfer or sell, any capital stock ofstock, voting securities or other equity or voting interest in, or any securities convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest in, securities of the Company, (iv) no obligations of Company or obligating the Company to grant, extend or enter into any subscriptionsuch option, warrant, restricted stock units, subscription or other right, convertible security, agreement, arrangement or exchangeable security commitment or (D) no equity equivalents, interests in the ownership or earnings of the Company or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company rights (the items in clauses (iA), (iiB), (iiiC) and (iv), together with the Company Capital Stock, D) being referred to collectively as the “Company Securities”). (iv) and None of the Company or its Subsidiaries has any obligation, commitments or arrangements to redeem, repurchase or otherwise acquire any of the Company Securities or any of the Company Subsidiary Securities (vas hereinafter defined), including as a result of the transactions contemplated by this Agreement or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or other Person. Except as set forth in Section 3.2(a)(iv) of the Company Disclosure Schedule, there are no voting trusts or registration rights or other obligations by agreements or understandings to which the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is a party with respect to any Contract which obligate the voting or disposition of the capital stock of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock PlansSubsidiaries. (ev) Neither the The Company nor any of its Subsidiaries is does not have a party to any agreement relating to the voting of, requiring registration of, “Shareholder Rights Plan” or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Companyarrangement.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 11,000,000,000 shares of Company Common Stock, Stock and (ii) 20,000,000 500,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13March 22, 2010 2018 (the “Capitalization Date”): (A) 62,828,936 1,041,546,439 shares of Company Common Stock were issued and 958,118,536 were outstanding, (B) no 10,000,000 shares of Company Preferred Stock were issued and outstanding, 10,000,000 were outstanding and (C) no 55,969,390 shares of Company Capital Common Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock Shares are duly authorized, validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUsrights . (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of 12,516,072 Company Common Stock Shares reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPPlan. As of the close of business on the Capitalization Date, there were (i) outstanding Company Options to purchase 10,925,583 14,295,247 Company Shares and (ii) 1,371,268 shares of Company Common Restricted Stock outstanding. Section 3.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the close of business on the Capitalization Date of (A) all outstanding Company Options, indicating with respect to each such Company Option, the name of the holder thereof, the Company Stock Plan pursuant to which it was granted, the number of Company Shares subject to such Company Option, the vesting schedule, the exercise price and the date of grant, and (B) all outstanding awards of Company Restricted Stock, 1,123,294 Company RSUs and 712 indicating with respect to each such Company Restricted Stock Awards award, the name of the holder thereof, the vesting schedule, the number of shares of Company Restricted Stock held thereby and the date of grant. As of the Capitalization Date, there were accumulated payroll contributions under the then-current offering period under the ESPP in the amount of $1,318,391. Section 3.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the close of business on the Capitalization Date, of the Partnership Common Units, Partnership Preferred Units and Partnership LTIP Units, indicating with respect to each, the name of the holder thereof and, since such dateif applicable, the vesting schedule, hurdle or threshold amount and date of grant. An election under Section 83(b) of the Code was validly and timely made with respect to each Partnership LTIP Unit. The Partnership LTIP Units are “profits interests” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 (“Rev. Proc. 93-27”), and the Company has not granted, committed to grant performed any acts or otherwise created or assumed taken any obligation position that is inconsistent with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)the application of Rev. Proc. 93-27. (c) Except as set forth in this Section 4.6(c) of the Company Disclosure Letter3.06, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Capitalization Date, there are were (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights warrants or other commitments or agreements rights to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make or issue any payments based on on, or other securities or rights that are derivative of, or provide economic benefit based on, the price or value of any the interests, securities or rights described in the foregoing clauses (i) through (iv) (the items in clauses (i), (ii), (iii), (iv) and (v), together with the capital stock of the Company, being referred to collectively as “Company Securities”). Neither All Company Options have an exercise price equal to no less than the fair market value of the underlying Company Shares on the date of grant, determined in accordance with Section 409A of the Code. There are no accrued and unpaid dividends or dividend equivalent rights with respect to any outstanding Company Options, Company Restricted Stock or Partnership LTIP Units. (d) Except for the Voting Agreement and the Class B Exchange Agreement, neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities Company Securities. Other than pursuant to the Class B Exchange Agreement or in connection with the repurchase or acquisition of Company Shares pursuant to the terms of any Company Stock Plan, there are no outstanding obligations of the CompanyCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. No Subsidiary of the Company owns any Company Shares or shares of Company Preferred Stock.

Company Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of (i) 300,000,000 shares of NIS 1,000,000 divided into 100,000,000 Company Common StockShares, and (ii) 20,000,000 shares of Company Preferred StockNIS 0.01 par value per share. As of At the close of business in New York City on August 13October 25, 2010 2017 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding), (Bi) no shares of Company Preferred Stock 23,428,099Company Shares were issued and outstanding, and (ii) there were (A) outstanding Company Options to purchase 1,860,962Company Shares with a weighted average exercise price of $8.22, (B) outstanding one (1) Company Warrant to purchase 200,000 Company Shares with an exercise price of $9.01 per underlying Company Share, (C) no shares of 679,133 outstanding Company Capital Stock were held by RSUs and (D) 225,693Company Shares reserved for future grants under the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rightsShare Plans. Except as set forth aboveabove in this Section 3.5(a), as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of at the close of business on the Capitalization Date, there no shares or other securities (convertible, exchangeable, exercisable or otherwise) of the Company were 12,345,318 shares of Company Common Stock issued, reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPPor outstanding. As of the close of business on the Capitalization Date, there were All outstanding Company Options Shares are, and all such shares that may be issued prior to purchase 10,925,583 shares the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and free of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)preemptive rights. (cb) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.63.5(a), there are (i) no outstanding shares of capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (ii) no outstanding securities of the Company or its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including any voting debt) in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements Contracts to acquire from the CompanyCompany or its Subsidiaries, or that obligates the Company or its Subsidiaries to issue, any capital stock shares of, or other equity or voting interest (including any voting debt) in, or any securities convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including any voting debt) in, the Company, or “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or voting securities (including any voting debt) of the Company, (iv) no obligations of the Company or its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable or exercisable security or other similar agreement or commitment relating to any capital stock shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii), (iv) and (ivv), together with the share capital of the Company, Company Capital StockOptions, Company Warrants and Company RSUs, being referred to collectively as “Company Securities”) and (v) 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. Neither of the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except foregoing described in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plansclauses (i)-(iv). (ec) Neither Section 3.5(c) of the Company nor any Disclosure Letter sets forth a list, on a holder by holder basis, of its Subsidiaries each Company Warrant, Company Option and Company RSU outstanding as of the Capitalization Date, indicating (A) whether such Company Option or Company RSU is a Vested Option Portion or Vested RSU Portion, as applicable, (B) the applicable vesting schedule, (C) the applicable exercise price, in the case of a Company Option or Company Warrant, (D) the applicable expiration date, in the case of a Company Option or Company Warrant and (E) the Company Share Plan under which such Company Option or Company RSU was granted. (d) Except for the Charter Documents and for the Amended and Restated Investors' Rights Agreement made as of September 22, 2013 by and among the Company and the Investors listed in Schedule A thereto, the Company is not a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights anti‑dilutive rights, call or put options or rights of first refusal or other similar rights with respect to any securities of the CompanyCompany Securities.

Company Capitalization. (a) The authorized capital stock of the Company consists of (i) 300,000,000 250,000,000 shares of Company Common Stock, and (ii) 20,000,000 10,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13October 18, 2010 (the “Capitalization Date”): 2010: (A) 62,828,936 66,402,053 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above, as of Since the date hereofCapitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUsRSUs or pursuant to the Company ESPP. (b) As of the close of business on October 18, 2010 (the “Capitalization Date”), there were 12,345,318 8,838,252 shares of Company Common Stock reserved for future issuance or otherwise deliverable under the Company Stock Plans and 2,898,355 2,081,740 shares of Company Common Stock reserved for future issuance or otherwise deliverable under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 12,286,838 shares of Company Common Stock, 1,123,294 Stock and 86,490 Company RSUs and 712 Company Restricted Stock Awards 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, Company RSUs Options or Company Restricted Stock AwardsRSUs, other than as permitted by Section 6.1(b6.1(b)(ii). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (ed) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

Company Capitalization. (a) The As of the close of business on March 9, 2012, the authorized capital stock of the Company consists consisted of (i) 300,000,000 100,000,000 shares of Company Common Stock, of which 14,408,542 shares were issued and outstanding, of which 752,479 represent shares of Company Restricted Stock (ii) 20,000,000 shares of Company Preferred Stock, of which (A) 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock, par value $.001 per share (the “Series A Preferred Stock”) and (B) no shares were issued and outstanding, (iii) 1,681,611 shares of Company Common Stock were issuable upon exercise of outstanding Company Options, and (iv) 41,273 shares of Company Common Stock were issuable upon exercise of outstanding Company Warrants. As of the close of business in New York City on August 13March 9, 2010 (the “Capitalization Date”): (A) 62,828,936 2012, there were 219,454 shares of Company Common Stock were issued reserved for future issuance under the Company Stock Plans, and outstanding, (B) no 1,000,000 shares of Company Series A Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by reserved for issuance pursuant to the Company as treasury sharesRights Plan. All outstanding shares of Company Common Stock are validly issued, fully paid and paid, nonassessable and free of any preemptive rights. Except as set forth above. (b) Since March 9, as of the date hereof2012, the Company has not (i) issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Company Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not or (ii) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs Options or Company Restricted Stock Awards, other than as permitted by Section 6.1(b)Stock. (c) Except as set forth in this Section 4.6(c) of 4.7 and except for the Top-Up and the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed Preferred Stock purchase rights granted pursuant to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6Rights Plan, there are (i) no outstanding shares of capital stock of, or other equity or voting interest Equity Interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest Equity Interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest Equity Interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest Equity Interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stockcapital stock of the Company, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of the Company Stock Plans. All Company Options have been granted having an exercise price per share at least equal to the fair market value of one share on the date of grant of such Company Option. Except as set forth Section 4.7(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries have awarded any Equity Interest to any Person providing services to the Company or its Subsidiaries other than pursuant to the Company Stock Plans, and the only awards outstanding under the Company Stock Plans are the Company Options and the Company Restricted Stock. (ed) Neither Except for the Rights Plan and the Company Warrants, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (e) Section 4.7(e) of the Company Disclosure Letter sets forth, as of the close of business on March 9, 2012, a list of all holders of outstanding Company Options, all participants holding outstanding Company Restricted Stock credited to their accounts under the Company Stock Plans, and, in each case, the date of grant, the number of shares of Company Common Stock subject to such Company Option or shares of Company Restricted Stock and, in the case of the Company Options, the price per share at which such Company Option may be exercised, the expiration date, the number of shares of Company Common Stock subject to each such Company Option that is currently exercisable and vested and the status of any Company Option granted as qualified or nonqualified under Section 422 of the Code, and in the case of the Company Restricted Stock, the number of shares of Company Restricted Stock currently vested. The identity of the holder (or holders) of the Company Warrants as of the date hereof is set forth on Section 4.7(e) of the Company Disclosure Letter. (f) All dividends on the Common Stock that have been declared or authorized prior to the date of this Agreement have been paid in full prior to the date of this Agreement.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 300,000,000 25,000,000 shares of Company Common Stock, of which there were 15,681,174 shares issued and (ii) 20,000,000 shares of Company Preferred Stock. As outstanding as of the close of business in New York City on August 13May 31, 2010 (the “Capitalization Date”): (A) 62,828,936 2007, and 5,000,000 shares of Company Common Stock were issued and outstandingpreferred stock, (B) no par value, of which no shares of Company Preferred Stock were are issued and or outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and free are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any preemptive rightsagreement or document to which the Company is a party or by which it is bound. Except as set forth above, as As of the date hereofof this Agreement, there are no shares of Company Common Stock held in treasury by the Company. From and after the Effective Time, the Company has not shares of Parent Common Stock issued in exchange for any shares of Company Capital Restricted Stock will, without any further act of Parent, the Company or any other than pursuant person, become subject to the restrictions, conditions and other provisions of such Company Restricted Stock, and Parent will automatically succeed to and become entitled to exercise of Stock Options or vesting the Company's rights and settlement of remedies under such Company RSUsRestricted Stock. (b) As of the close of business on the Capitalization DateMay 31, there were 12,345,318 2007, (i) 1,750,015 shares of Company Common Stock reserved are subject to issuance pursuant to outstanding Company Options for future issuance under the Company Stock Plans and 2,898,355 an aggregate exercise price of $19,326,064.39, (ii) no shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants and (iii) 92,674 shares of Company Common Stock are reserved for future issuance under the Company ESPP. As Part 2.2(b) of the close Company Disclosure Schedule sets forth the following information with respect to Company Options and Company Warrants outstanding as of business the date of this Agreement: (i) the number of shares of Company Common Stock subject to Company Options or Company Warrants; (ii) the exercise prices of such Company Options or Company Warrants; (iii) the dates on which such Company Options or Company Warrants were granted or assumed; (iv) the Company Option Plan pursuant to which such Company Options were granted; and (v) whether, and to what extent, the exercisability of such Company Options or Company Warrants will be accelerated upon consummation of the transactions contemplated by this Agreement or any termination of employment thereafter. (c) The Company has made available to Parent an accurate and complete copy of the Company Option Plans and each form of stock option agreement evidencing any Company Options and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the Capitalization Dateterms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, there were are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option upon consummation of the Merger or any termination of employment thereafter. (d) All outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any all outstanding Company Options, all outstanding Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no Warrants and all outstanding shares of capital stock of, or of each subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other equity or voting interest in, applicable Legal Requirements and (ii) except as would not reasonably be expected to have a Material Adverse Effect on the Company, (ii) no outstanding securities all requirements set forth in applicable agreements or instruments. For the purposes of the Company convertible into or exchangeable for shares of capital stock ofthis Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other equity law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or voting interest inrequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Companyauthority of any court, (iii) no outstanding options, warrants, rights administrative agency or commission or other commitments governmental authority or agreements to acquire from the Companyinstrumentality, foreign or that obligates the Company to issuedomestic (each, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) 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 stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (ia "GOVERNMENTAL ENTITY"), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.