Common use of Stock Awards Clause in Contracts

Stock Awards. (i) As of the close of business on January 30, 2021, an aggregate of 4,362 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration. Section 3.02(b)(i)(1) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and: (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for the Company Stock Plans, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof. Other than the Company Equity Awards as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights or commitments to acquire from the Company or any of its Subsidiaries or to subscribe to, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30, 2021the date of this Agreement, an aggregate of 4,362 0 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As of the close of business on January 30the date of this Agreement, 2021, 6,613 882,250 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options Options, 57,143 Company RSUs (each of which relates to one share of Company Common Stock) were issued and 6,646 outstanding, and 474,747 Company Phantom Stock Units (each of which relates to one share of Company Common Stock) were issued and outstanding. Since August 14, 2024 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock were reserved for have become subject to issuance pursuant to outstanding Company RSUs. The per share exercise price under each the Company Stock Option is equal to or greater than the Merger ConsiderationPlans. Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter Schedule sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and: (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject or related to such outstanding Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Schedule, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30May 13, 20212016, an aggregate of 4,362 615,396 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Equity Stock Options or Company Stock Awards not yet granted under the Nanosphere, Inc. 2000 Equity Incentive Plan, the Nanosphere, Inc. 2007 Long-Term Incentive Plan, and the Nanosphere, Inc. 2014 Long-Term Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the "Company Stock Plans"). As of The Company Stock Plans are the close of business on January 30, 2021, 6,613 shares of only Company Common Stock were reserved for issuance Employee Plans pursuant to outstanding Company Stock Options and 6,646 which awards of, with respect to, or based on the value of shares of capital stock of the Company Common Stock were reserved for issuance pursuant may be granted to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger ConsiderationEmployees. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on May 13, 2016 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Optionsthe extent applicable, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant DateEquity Award expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. The Company has made available to Parent a copy of each award agreement under the Company Stock Plans. (ii) Except for the Company Stock PlansPlans and as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, and the Warrants, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toCompany, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” stock, " 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 shares of capital stock of the Company, in each case that have been 26995100v.1 issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “"Company Securities”"). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, and all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Warrants and the Charter Documents, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the The Company nor any of its Subsidiaries is not a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30May 13, 20212016, an aggregate of 4,362 615,396 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Equity Stock Options or Company Stock Awards not yet granted under the Nanosphere, Inc. 2000 Equity Incentive Plan, the Nanosphere, Inc. 2007 Long-Term Incentive Plan, and the Nanosphere, Inc. 2014 Long-Term Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As of The Company Stock Plans are the close of business on January 30, 2021, 6,613 shares of only Company Common Stock were reserved for issuance Employee Plans pursuant to outstanding Company Stock Options and 6,646 which awards of, with respect to, or based on the value of shares of capital stock of the Company Common Stock were reserved for issuance pursuant may be granted to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger ConsiderationEmployees. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on May 13, 2016 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Optionsthe extent applicable, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant DateEquity Award expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. The Company has made available to Parent a copy of each award agreement under the Company Stock Plans. (ii) Except for the Company Stock PlansPlans and as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, and the Warrants, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toCompany, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, and all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Warrants and the Charter Documents, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the The Company nor any of its Subsidiaries is not a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30September 8, 20212023, an aggregate of 4,362 1,691,957 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As of the close of business on January 30September 8, 20212023, 6,613 298,662 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of Options, 573,577 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUsDSU Awards, and 819,718 shares of Company Common Stock were reserved for issuance pursuant to outstanding Other Awards (assuming for this purpose that the applicable performance goals are achieved at actual performance levels). The per share exercise price Since September 8, 2023, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under each the Company Stock Option is equal to or greater than the Merger ConsiderationPlans. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans andPlans: and (A) the name of the holder of such Company Equity Award; (B) type of such Company Equity Award; (C) the number of shares of Company Common Stock subject to such outstanding Company Equity AwardAward or, in the case of an Other Award that is denominated in cash, the amount of cash subject to such Other Award (in each case, assuming for this purpose that the applicable performance goals are achieved at the actual performance levels); (CD) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; (DE) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; (F) the methodology pursuant to which the level of achievement of performance goals (if any) applicable to such Company Equity Award shall be measured in connection with the transactions contemplated by this Agreement; (G) the portion of such Company Equity Award that is expected to be forfeited for no consideration at the Effective Time in accordance with the applicable award agreements; and (FH) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for the Company Stock Plans, as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company or any Company Subsidiary is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards as of the date hereofAwards, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, deferred stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” " stock, other equity-based compensation or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock stock, voting securities or other ownership interests of the Company, being referred to collectively as “"Company Securities”"). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30, 2021the Measurement Date, an aggregate of 4,362 9,378,430 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Stock Rights or Company Stock Awards granted under the Company's 2010 Stock Award and Incentive Plan, 2004 Stock Award and Incentive Plan, 2003 Incentive Compensation Plan, 2003 Non-Employee Directors Compensation Plan, Non-Employee Directors Compensation Program, 2000 Associates' Stock Incentive Plan, 1999 Associates' Stock Incentive Plan, 1993 Employees' Stock Incentive Plan and 1988 Key Employee Stock Option Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the Measurement Date, no Company Equity Awards not yet have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on the Measurement Date a complete and accurate list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (CB) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (DC) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (FD) with respect to Company Stock OptionsRights, the date on which each such Company Stock Option expires. With respect to each Company Stock Option, Right expires and (xE) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to Plan (if any) under which the Company Equity Award was granted or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Dateissued. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock Plans, Section 3.07 and as set forth on Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof. Other than the Company Equity Awards as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights or commitments to acquire from the Company or any of its Subsidiaries or to subscribe to, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30September 11, 20212013, an aggregate of 4,362 1,530,288 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Equity Awards not yet Stock Options granted under the Edgen Group Inc. 2012 Omnibus Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As of Since the close of business on January 30September 11, 20212013, 6,613 the Company has not issued or granted any Company Equity Awards (other than grants made or shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than issued after the Merger Considerationdate hereof as permitted by Section 5.01). Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on September 11, 2013 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , and (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Stock Options, the Company Restricted Stock and pursuant to the Exchange Agreements, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, Awards and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except for the Exchange Agreements, in connection with the vesting or exercise of a Company Equity Award and as set forth in Section 3.02(b)(iii) of the Company Disclosure Letter, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30, 2021the Measurement Date, an aggregate of 4,362 707,932 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As Options, all of which had a per share exercise price in excess of the close Merger Consideration, and an aggregate of business on January 30, 2021, 6,613 4,599,502 shares of Company Common Stock were reserved for subject to issuance pursuant to outstanding Company Stock Options Awards granted under (i) the Kindred Healthcare, Inc. 2001 Stock Incentive Plan, Amended and 6,646 Restated, (ii) the Kindred Healthcare, Inc. Stock Incentive Plan, Amended and Restated (iii) the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated), (iv) the Kindred Healthcare, Inc. Equity Plan for Non-Employee Directors, Amended and Restated and (v) the Gentiva Health Services, Inc. 2004 Equity Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, and which are the only plans under which equity incentives are outstanding as of shares of Company Common Stock were reserved for issuance pursuant the Measurement Date, are collectively referred to outstanding Company RSUs. The per share exercise price under each herein as the “Company Stock Option is equal to or greater than the Merger ConsiderationPlans”). Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on the Measurement Date a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; Award (if performance-based, payable at target levels of performance), (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award (1) is vested and exercisable as of the date hereof; close of business on the Measurement Date and (2) would vest as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (xSection 3.02(b)(i) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value Disclosure Letter also sets forth as of the underlying shares close of Company Common Stock business on the applicable Grant Date, Measurement Date a list of each outstanding grant of LTIP Performance Cash Awards and (zA) no modifications have been made to the name of each recipient of such Company Stock Option following grant and (B) the Grant Dateamount of each such grant (payable at target levels of performance). All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. Except as set forth on Section 3.02(b) of the Company Disclosure Letter, to the Knowledge of the Company, no current holder of any unvested Company Equity Award has made an election under Section 83(b) of the Code with respect to the shares of Company Common Stock subject to such Company Equity Award. (ii) Except for the Company Stock PlansEquity Awards or as set forth in Section 3.02(b)(i) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof. Other than the Company Equity Awards as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, calls, rights, securities, commitments, derivative contracts, forward sale contracts or other agreements, rights Contracts or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; , or obligating the Company or any Subsidiary of the Company to issue, grant or enter into any such option, warrant, call, right, security, commitment, derivative contract, forward sale contract or other agreement, Contract or commitment, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, performance cash awards, performance units, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or any of its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to or bound by any voting agreement with respect to the voting, sale or transfer of any Company Securities or Company Subsidiary Securities. None of the Company or any wholly owned Subsidiary of the Company is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of such wholly owned Subsidiaries. (iv) Since the Measurement Date through the date of this Agreement, (A) the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Equity Awards in accordance with their respective terms) and (B) the Company has not granted, or modified the terms of, any Company Equity Awards. (v) (A) No dividends or similar distributions have accrued or been declared but are unpaid on any Company Securities and (B) except for the Company’s obligations under this Agreement, the Company is not subject to any obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Company Security.

Stock Awards. (i) As of the close date of business on January 30, 2021this Agreement, an aggregate of 4,362 725,612 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the 2007 Equity Incentive Plan (the plan referred to immediately above and the award or other applicable agreements entered into thereunder, as amended, are collectively referred to herein as the "Company Stock Plans"), and since July 17, 2012 and through the date hereof, no Company Equity Awards not yet have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration. Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on August 6, 2013 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity 3270196v3 Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” stock, " 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “"Company Securities”"). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30, 2021the Measurement Date, an aggregate of 4,362 1,370,152 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Stock Rights or Company Stock Awards granted under the Company’s 2010 Equity Incentive Plan, the Company’s 2007 Stock Incentive Plan, the Company’s 2001 Incentive Stock Plan, the Company’s Millennium Incentive Stock Option Plan, the Company’s 1999 Incentive Stock Plan and the Company’s 1998 Incentive Stock Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the Measurement Date, no Company Equity Awards not yet have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on the Measurement Date a complete and accurate list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (CB) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (DC) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (FD) with respect to Company Stock OptionsRights, the date or dates on which each such Company Stock Right vests, (E) with respect to Company Stock Rights, the date on which each such Company Stock Option expires. With respect to each Company Stock Option, Right expires and (xF) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to Plan (if any) under which the Company Equity Award was granted or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Dateissued. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock Plans, Section 3.07 of this Agreement and as set forth on Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof. Other than the Company Equity Awards as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights or commitments to acquire from the Company or any of its Subsidiaries or to subscribe to, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close date of business on January 30, 2021this Agreement, an aggregate of 4,362 shares of 15,949.68251358880 Company Common Stock Shares were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans, and 7,974.8412567944 Company Shares were reserved for issuance in excess of those authorized by the Company Option Plans for Company Equity Awards not yet granted. As of the close date of business on January 30this Agreement, 2021, 6,613 shares of 1,382,837.47392815 Company Common Stock Shares were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of nil shares of Company Common Stock Restricted Shares were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Considerationissued and outstanding. Section 3.02(b)(i)(14.2(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and: : (A) the name of the holder of such Company Equity Award; ; (B) the number of shares of Company Common Stock Shares subject to such outstanding Company Equity Award; ; (C) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; ; (D) the date on which such Company Equity Award was granted or issued; ; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each All Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock Shares subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 4.2(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement Transaction (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, as of the date hereof, there are no outstanding: : (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; Company Shares; (B) options, warrants, or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of Company Shares (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the CompanyCompany Shares); or or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the CompanyCompany Shares, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the CompanyCompany Shares, being referred to collectively as “Company Securities”). All outstanding shares of Company Common StockShares, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities LawsLaw. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30February 12, 20212014, an aggregate of 4,362 496,790 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Equity Stock Options or Company Stock Awards not yet granted under the Company Stock Plans. As of , and since February 12, 2014 and through the close of business on January 30date hereof, 2021, 6,613 no Company Equity Awards have been granted and no additional shares of Company Common Stock were reserved for have become subject to issuance pursuant to outstanding under the Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger ConsiderationPlans. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on February 12, 2014 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock Plans, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof. Other than the Company Equity Awards Awards, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close date of business on January 30, 2021this Agreement, an aggregate of 4,362 1,631,123 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As of the close date of business on January 30this Agreement, 2021, 6,613 85,410 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 Options, all of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share which have an exercise price under each Company Stock Option is equal to or greater higher than the Merger Consideration, 441,221 Company Restricted Shares were issued and outstanding (and included in shares issued and outstanding), 178,996 Company RSUs were issued and outstanding, 52,910 Company PSUs were issued and outstanding, and 68,555 Company DSUs were issued and outstanding. Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and the Directors Deferred Compensation Plan and: (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans or the Directors Deferred Compensation Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for as set forth in Section 3.02(b)(ii) of the Company Stock PlansDisclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close date of business on January 30, 2021this Agreement, an aggregate of 4,362 2,685,412 shares of Company Common Stock (consisting of 2,685,412 shares of Company Class A Common Stock and no shares of Company Class B Common Stock) were reserved for subject to issuance pursuant to Company Equity Stock Options or Company Stock Awards not yet granted under the Company’s 1996 Stock Option Plan, the 1998 Non-Employee Directors’ Stock Option Plan, and the 2005 Equity Compensation Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of ”) and certain non-plan Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger ConsiderationEquity Awards. Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement hereof a list of each outstanding Company Equity Award granted under the Company Stock Plans and: as well as any non-plan Company Equity Awards and (A) the name of the holder of such Company Equity Award; , (B) the number and class of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Options, the date dates on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant DateOptions expire. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans or any non-plan Equity Awards, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards and the Warrants, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or any of its Subsidiaries or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the CompanyCompany or any of its Subsidiaries, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Warrants, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close date of business on January 30, 2021this Agreement, an aggregate of 4,362 540,479 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Equity Stock Options or Company Stock Awards not yet granted under the Company’s 2006 Long-Term Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration”). Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the close of business on the date of this Agreement hereof a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards Awards, the TPG Warrant and the Convertible Notes, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses Clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrantswarrants, all outstanding Convertible Notes, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the TPG Warrant or the terms governing the Convertible Notes, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close date of business on January 30, 2021this Agreement, an aggregate of 4,362 490,329 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock PlansPlans and an aggregate of 64,294 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP. As of the close of business on January 30August 9, 2021, 6,613 696,770 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options Options, 43,852 shares of Company Restricted Shares were issued and 6,646 outstanding and 151,700 shares of Common Stock were reserved for issuance pursuant to outstanding Company RSUs (including Company PSUs). As of the close of business on August 9, 2021, 25,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding options under the Company RSUsESPP. The per share exercise price Since August 9, 2021 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under each the Company Stock Option is equal to or greater than the Merger ConsiderationPlans. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans andPlans: and (A) the name of the holder of such Company Equity Award; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans and the Company ESPP, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for the Company Stock Plans, the Company ESPP and as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards and the outstanding options under the Company ESPP, as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance sharesshares or units, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the CompanyCompany Common Stock, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, options under the Company ESPP and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30September 28, 20212012, an aggregate of 4,362 31,570 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Stock Options granted under the Equity Incentive Plan of Computer Software Innovations, Inc., a South Carolina corporation and predecessor to the Company, and an aggregate of 884,739 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the 2005 Computer Software Innovations, Inc. Incentive Compensation Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since September 28, 2012 and through the date hereof, no Company Equity Awards not yet have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. As Section 4.02(b)(i) of the Company Disclosure Schedule sets forth as of the close of business on January 30September 28, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration. Section 3.02(b)(i)(1) of the Company Disclosure Letter sets forth as of the date of this Agreement 2012 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Except for the Company Stock PlansPlans and as set forth in Section 4.02(b)(ii) of the Company Disclosure Schedule, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards and Company Preferred Stock, as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toCompany, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, Capital Stock and all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, Awards have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the The Company nor any of its Subsidiaries is not a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30March 15, 20212013, an aggregate of 4,362 other than 18,831 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans, the Company has no shares of Company Common Stock reserved for issuance. As of the close of business on January 30March 15, 20212013, 6,613 an aggregate of 854,372 shares of Company Common Stock were reserved for subject to issuance pursuant to outstanding Company Stock Options and 6,646 of 50,000 shares of Company Common Stock were reserved for issuance pursuant subject to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal Awards granted under the Company Stock Plans, and since March 15, 2013 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to or greater than issuance under the Merger ConsiderationCompany Stock Plans. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on March 15, 2013 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. Each Company Stock Option (i) has an exercise price at least equal to the fair market value of a share of Company Common Stock on the date of the corporate action authorizing the grant, (ii) has not had its exercise date or grant date delayed or “back-dated,” and (iii) has been issued in compliance in all material respects with all applicable Laws and properly accounted for in all material respects in accordance with GAAP. (ii) Except for the Company Stock PlansPlans and as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards as of the date hereofAwards, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; Company or any of its Subsidiaries, (B) options, warrants, warrants or other agreements, rights Table of Contents agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or any of its Subsidiaries or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the CompanyCompany or any of its Subsidiaries, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or any securities of any of the Company’s Subsidiaries (the “Company Subsidiary Securities”). Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary SecuritiesSecurities and there are no outstanding bonds, debentures, notes or other Indebtedness or other securities or instruments of the Company, or Contracts between the Company and any Person, having the right to vote or granting any Person the right to vote on any matters on which shareholders of the Company may vote. Other than agreements included in, or incorporated by reference into, the Company SEC Documents, there are no stockholder agreements, registration rights agreements, voting agreements or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other voting or equity interests of the Company or any of its Subsidiaries or any preemptive rights with respect thereto.

Stock Awards. (i) As of the close of business on January 30the Measurement Date, 2021, an aggregate Company Stock Options exercisable for a total of 4,362 322,471 shares of Company Common Stock were reserved outstanding (with a weighted average exercise price of $15.36 per share of Company Common Stock for issuance those Company Stock Options granted with a share exercise price that is less than the Merger Consideration), 16,044 shares of Company Common Stock were issuable on settlement of outstanding Company Restricted Stock Unit Awards, and no other Company Equity Awards were outstanding. From the Measurement Date to the date of this Agreement, the Company has not issued or granted any Company Equity Awards. (ii) As of the date of this Agreement, an aggregate of 247,935 shares of Company Common Stock were available to be granted pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Merger Consideration. Section 3.02(b)(i)(13.02(b)(ii) of the Company Disclosure Letter sets forth a list as of the date of this Agreement a list Measurement Date of each then outstanding Company Equity Award granted under the Company Stock Plans and: (A) the name of the holder of such outstanding Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; (C) if applicablesuch Company Equity Award is a Company Stock Option, the exercise price, purchase price, or similar pricing price of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of as of the date hereofMeasurement Date; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) . Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(i) and this Section 3.02(b)(ii), there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon in combination with the occurrence of any additional or subsequent events). (iii) or contain any obligation to grant a Company Equity Award that has not been satisfied Except as set forth in full prior to the date hereof. Other than the Company Equity Awards Section 3.02(b)(i), as of the date hereofof this Agreement, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, calls, puts, subscriptions or other agreements, commitments or rights or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iiiiv) No dividends or similar distributions have been accrued or been declared but are unpaid on any Company Securities, and the Company is not subject to any obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Company Securities. There are no outstanding Contracts requiring obligations of the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities, except the obligation to acquire Company Equity Awards upon exercise, settlement, or forfeiture of Company Equity Awards. As of the date hereof, there are no outstanding obligations or commitments of any character relating to any Company Securities to which the Company or any of its Subsidiaries is a party, including any agreements restricting the transfer of, requiring the registration for sale of, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or any similar rights with respect to any Company Subsidiary Securities. Neither As of the date hereof, neither the Company nor any of its Subsidiaries is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to the voting of any Company Securities Securities. No Subsidiary of the Company owns any shares of capital stock of the Company or any Company Subsidiary Securities. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (whether on an as-converted basis or otherwise) (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which stockholders of the Company or its Subsidiaries may vote.

Stock Awards. (i) As of the close of business on January 30, 2021Capitalization Date, an aggregate of 4,362 4,164,874 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As , zero shares of the close Company Common Stock subject to vesting, repurchase, or other lapse of business on January 30restrictions were issued and outstanding, 2021, 6,613 359,199 shares of Company Common Stock were reserved for subject to issuance pursuant to outstanding Company Restricted Stock Options and 6,646 of Units, 961,283 shares of Company Common Stock were reserved for subject to issuance pursuant to outstanding Company RSUs. The per share Performance Stock Units (assuming achievement of maximum performance), 70,997 shares of Company Common Stock were subject to issuance pursuant to Company SARs, of which all such shares of Company Common Stock were subject to issuance pursuant to In-the-Money SARs with a weighted average exercise price under each Company Stock Option is equal to or greater than the Merger Considerationof $28.24 per share. Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and: (A) the name of the holder of such Company Equity Award; (B) the maximum number of shares of Company Common Stock subject to such outstanding Company Equity AwardAward and the plan under which it was granted; (C) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award; (D) the date on which such Company Equity Award was granted or issued; and (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Except for as set forth in Section 3.02(b)(ii) of the Company Stock PlansDisclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards set forth in Section 3.02(b)(i) above, as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, 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 shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, Awards and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

Stock Awards. (i) As of the close of business on January 30March 15, 20212013, an aggregate of 4,362 other than 18,831 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans, the Company has no shares of Company Common Stock reserved for issuance. As of the close of business on January 30March 15, 20212013, 6,613 an aggregate of 854,372 shares of Company Common Stock were reserved for subject to issuance pursuant to outstanding Company Stock Options and 6,646 of 50,000 shares of Company Common Stock were reserved for issuance pursuant subject to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal Awards granted under the Company Stock Plans, and since March 15, 2013 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to or greater than issuance under the Merger ConsiderationCompany Stock Plans. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on March 15, 2013 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; , and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. Each Company Stock Option (i) has an exercise price at least equal to the fair market value of a share of Company Common Stock on the date of the corporate action authorizing the grant, (ii) has not had its exercise date or grant date delayed or "back-dated," and (iii) has been issued in compliance in all material respects with all applicable Laws and properly accounted for in all material respects in accordance with GAAP. (ii) Except for the Company Stock PlansPlans and as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards as of the date hereofAwards, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; Company or any of its Subsidiaries, (B) options, warrants, warrants or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or any of its Subsidiaries or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” stock, " 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 shares of capital stock of the CompanyCompany or any of its Subsidiaries, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “"Company Securities”"). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or any securities of any of the Company's Subsidiaries (the "Company Subsidiary Securities"). Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary SecuritiesSecurities and there are no outstanding bonds, debentures, notes or other Indebtedness or other securities or instruments of the Company, or Contracts between the Company and any Person, having the right to vote or granting any Person the right to vote on any matters on which shareholders of the Company may vote. Other than agreements included in, or incorporated by reference into, the Company SEC Documents, there are no stockholder agreements, registration rights agreements, voting agreements or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other voting or equity interests of the Company or any of its Subsidiaries or any preemptive rights with respect thereto.

Stock Awards. (i) As of the close of business on January 30October 3, 20212014, an aggregate of 4,362 3,982,914 shares of Company Common Stock were reserved for subject to issuance pursuant to Company Stock Options and an aggregate of 423,819 shares of Company Common Stock were subject to issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans. As of the close of business on January 30, 2021, 6,613 shares of Company Common Stock were reserved for issuance pursuant to outstanding (other than Company Stock Options and 6,646 of shares of restricted stock of the Company Common outstanding and not vested) granted under (x) the 2004 Equity Incentive Plan, (y) the Stock were reserved for issuance pursuant & Deferred Compensation Plan and (z) the Employee Stock Purchase Plan (the plans referred to outstanding Company RSUs. The per share exercise price under immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Option is equal to or greater than the Merger ConsiderationPlans”). Section 3.02(b)(i)(13.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on October 3, 2014 a list of each outstanding Company Equity Award granted under the Company Stock Plans and: and (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Company Equity Award; , (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award (1) is vested and exercisable as of the date hereof; close of business on October 3, 2014 and (2) would vest as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (xSection 3.02(b)(i) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value Disclosure Letter also sets forth as of the underlying shares close of Company Common Stock business on the applicable Grant DateOctober 3, 2014 a list of each outstanding grant of Performance Cash Awards and (zA) no modifications have been made to the name of each recipient of such Company Stock Option following grant and (B) the Grant Dateamount of each such grant. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) . Except for the Company Stock PlansPlans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof). Other than the Company Equity Awards as of the date hereofAwards, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Company Voting Debt or shares of capital stock of the Company; , (B) options, warrants, calls, rights, securities, commitments, derivative contracts, forward sale contracts or other agreements, rights agreements or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Company Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, performance cash awards, performance units, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or any of its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares With respect to each grant of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants(i) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all outstanding shares of capital stockother applicable Laws, voting securities, or other ownership interests in any Subsidiary including the rules of the CompanyNASDAQ Global Select Market (the “Nasdaq”), have been issued or granted(ii) each such grant was properly accounted for in accordance with United States generally accepted accounting principles (“GAAP”) in the Company SEC Documents (including financial statements) and all other applicable Laws, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) each Company Stock Option has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of the Company Common Stock on the date of such grant and (iv) each Company Stock Option has a grant date which was approved by the Company Board, the Compensation Committee of such Company Board, or the Company’s Chief Executive officer under authority from the Compensation Committee no later than the grant date. There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities. Since October 8, 2014 through the date hereof, the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Stock Options in accordance with their respective terms). Since October 3, 2014 through the date hereof, the Company has not granted, or modified the terms of, any Company Equity Awards.

Stock Awards. (i) As of the close of business on January 30, 2021the Measurement Date, an aggregate of 4,362 13,504,575 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options, and an aggregate of 0 shares of Company Common Stock were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock PlansESPP Rights. As of the close of business on January 30the Measurement Date, 2021, 6,613 shares the weighted average exercise price of Company Common Stock were reserved for issuance pursuant to outstanding the Company Stock Options and 6,646 outstanding as of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The such date was $0.83 per share exercise price under each Company Stock Option is equal to or greater than the Merger Considerationshare. Section 3.02(b)(i)(14.02(b)(i) of the Company Disclosure Letter sets forth as of the date close of this Agreement business on the Measurement Date a list of each outstanding Company Equity Award granted under the Company Stock Plans and: Plans, and as applicable, (A) the name of the holder of such Company Equity Award; , (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award; , (C) if applicable, the exercise price, purchase price, or similar pricing price of such Company Equity Award; Stock Option, (D) the date on which such Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof; close of business on the Measurement Date and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans or the Company ESPP, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. To the Knowledge of the Company, no current holder of any unvested Company Equity Award has made an election under Section 83(b) of the Code with respect to the shares of Company Common Stock subject to such Company Equity Award. (ii) Except for the Company Stock PlansEquity Awards or as set forth in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events) or contain any obligation to grant a Company Equity Award that has not been satisfied in full prior to the date hereof. Other than the Company Equity Awards as of the date hereof, there are no outstanding: outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; , (B) options, warrants, calls, rights, securities, commitments, derivative contracts, forward sale contracts or other agreements, rights Contracts or commitments to acquire from the Company or any of its Subsidiaries or to subscribe toSubsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for Voting Debt or shares of capital stock of) the Company; , or obligating the Company or any Subsidiary of the Company to issue, grant or enter into any such option, warrant, call, right, security, commitment, derivative contract, forward sale contract or other agreement, Contract or commitment, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, performance cash awards, performance units, profit participation rights, contingent value rights, “phantom” stock, 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 shares of capital stock of the Company, in each case that have been issued by the Company or any of its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth on Section 4.02(b)(iii) of the Company Disclosure Letter, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to or bound by any voting agreement with respect to the voting, sale or transfer of any Company Securities or Company Subsidiary Securities. None of the Company or any wholly owned Subsidiary of the Company is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of such wholly owned Subsidiaries. (iv) Since the Measurement Date through the date of this Agreement, (A) the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Equity Awards in accordance with their respective terms) and (B) the Company has not granted, or modified the terms of, any Company Equity Awards. (v) (A) No dividends or similar distributions have accrued or been declared but are unpaid on any Company Securities and (B) except for the Company’s obligations under this Agreement and as set forth on Section 4.02(b)(v) of the Company Disclosure Letter, the Company is not subject to any obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Company Security.