Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) As of August 10, 2007, the authorized capital stock of the Company consists of: (i) 200,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase price of the Company RSA and, if applicable, the Company PSA; (E) the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock plan

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 100,000,000 shares of Company Common Stock, of which 52,368,714 42,243,979 shares have been were issued and were outstandingoutstanding as of the date of this Agreement; and (ii) 5,000,000 17,801,205 shares of Company Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which 12,801,205 are designated Company Series A Preferred Stock, none of which were issued and are outstanding as of the date of this Agreement. Other than the outstanding Company Series A Preferred Stock specified in the preceding sentence, there are no shares have been issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury Preferred Stock outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock and Series A Preferred Stock, if any, have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a2.3(a)(i) of the Disclosure Letter, the Company Disclosure Schedule specifies the number does not hold any shares of its capital stock in its treasury. There are no shares of Company Common Stock that are subject to issuance pursuant to or Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each Series A Preferred Stock held by any of the Company Option Plansother Acquired Corporations. As Except as set forth in Part 2.3(a)(ii) of August 10, 2007the Disclosure Letter: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock or Company Series A Preferred Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Company Series A Preferred Stock. Part 2.3(a)(iii) of the Company’s right Disclosure Letter accurately and completely describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee or Company Series A Preferred Stock, and specifies which of the Company upon termination of such employee’s employmentthose repurchase rights are currently exercisable. (cb) As of the date of this Agreement: (i) no shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1995 Stock Option Plan (the “1995 Plan”) and no shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1995 Plan; (ii) 200,353 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1997 Stock Option Plan (the “1997 Plan”) and 1,938,790 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1997 Plan; (iii) 8,876,716 shares of Company Common Stock are subject to issuance pursuant to stock awards granted and outstanding under the Company’s 1999 Equity Incentive Plan (the “1999 Plan”) and 991,259 shares of Company Common Stock are reserved for future issuance pursuant to stock awards not yet granted under the 1999 Plan (the 1995 Plan, the 1997 Plan and the 1999 Plan are hereinafter collectively referred to as the “Option Plans”); (iv) 76,088 shares of Company Common Stock are subject to Purchase under the Company’s 1999 Employee Stock Purchase Plan (the “Purchase Plan”) and 155,346 shares of Company Common Stock are reserved for future issuance pursuant to purchase rights not yet granted under the Purchase Plan. Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Option Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.” Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately Letter sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the date of this Agreement: (A) the particular Company Option Plan (if any) pursuant to which such award Company Option was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (C) the number of shares of Company Common Stock subject to such awardCompany Option; (D) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (E) the date on which such award Company Option was granted; (F) the applicable vesting schedule; (G) if applicable, and the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; (HG) if applicable, the date on which the such Company Option and Company RSA expires; and (IH) the type of award, including whether a such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventoption. The Company has Made Available delivered to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other of all stock plan option plans pursuant to which any of the Acquired Corporations has ever granted stock awards options, and the forms of all stock option agreements evidencing such options. (c) As of the date of this Agreement, 1,506,204 shares of Company Series A Preferred Stock are subject to issuance pursuant to outstanding warrants. Part 2.3(c) of the Disclosure Letter sets forth the following information with respect to each such warrant: (A) the name of the holder of such warrant; (B) the number of shares of Company Series A Preferred Stock subject to such warrant and the number of shares of Company Common Stock issuable upon conversion of such shares of Company Series A Preferred Stock; (C) the exercise price of such warrant; (D) the date on which such warrant was issued; and (E) the date on which such warrant expires. At the Effective Time, each outstanding warrant to purchase shares of capital stock of the Company shall be automatically cancelled and shall cease to exist. (d) Except as set forth in Part 2.3(b) or Part 2.3(c) of the Disclosure Letter, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the extent effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of any of the Acquired Corporations. (e) All outstanding thereundershares of Company Common Stock, options, warrants and other securities of the Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (IIIii) all requirements set forth in applicable Contracts. (f) All of the outstanding shares of capital stock of each stock planof the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) As of August 10April 19, 20072015 (the “Capitalization Date”), the authorized capital stock of the Company consists of: (i) 200,000,000 consisted of 32,500,000 shares of Company Common Stock, of which 52,368,714 20,788,385 shares have been were issued and were outstanding; and outstanding (ii) 5,000,000 including 85,000 shares of Company Preferred StockCommon Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares have been were issued or were outstanding. The Company holds 100,000 As of the Capitalization Date: (i) no shares of its capital stock Company Common Stock were held in its the treasury as of the date Company; (ii) 1,674,902 shares of this AgreementCompany Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option PlansSubsidiaries. As Except as described in Part 3.4(a) of August 10the Disclosure Schedule, 2007as of the Agreement Date: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance participation or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (CB) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of ; and (C) the Acquired Corporations Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. From April 20, except for 2015 through the Company’s right to repurchase or reacquire restricted Agreement Date, each inclusive, the Company has not issued any shares of Company Common Stock held by an employee except pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company upon termination Equity Awards under the Option Plans outstanding as of such employee’s employmentthe Capitalization Date. (cb) Part 2.3(c3.4(b) of the Company Disclosure Schedule accurately sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the following information Capitalization Date, including with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007such option or award: (Ai) the particular Company Option Plan (if any) pursuant to which such award was grantedname of the holder thereof; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (Cii) the number of shares of Company Common Stock subject to such option or other award; (Diii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (d) All outstanding shares of Company Common Stock, Company Options and other securities of the Company have been issued and granted in compliance with: (i) all applicable securities Laws and other applicable Laws; and (ii) all requirements set forth in applicable Company Contracts. No Company Option and was issued with an exercise price less than fair market value on the purchase price date of grant. (e) All of the shares of capital stock of the Company RSA and, if applicable, Subsidiaries identified as being held by the Company PSA; (Ein Part 3.1(c) of the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicableDisclosure Schedule have been duly authorized and validly issued, the extent to which are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result wholly owned Subsidiary of the Mergers or Company, free and clear of any of the Encumbrances, other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock planthan restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 of 55,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of October 21, 2003, 26,774,480 shares of which no shares Company Common Stock have been issued or were and are outstanding and no shares of the Company Preferred Stock have been issued and are outstanding. The Company holds 100,000 No shares of its capital stock Company Common Stock are held in its the Company’s treasury as or held by any of the date of this AgreementCompany’s Subsidiaries. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) . There is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Company Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to)of, any shares of Company Common StockStock other than the Company Voting Agreements. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of October 21, except for the Company’s right to repurchase or reacquire restricted 2003: (i) 600,000 shares of Company Common Stock held are reserved for issuance pursuant to stock options under the 2003 Stock Option Plan, of which options to acquire 120,000 shares of Company Common Stock are outstanding; (ii) 3,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2001 Nonstatutory Stock Option Plan, of which options to acquire 2,332,027 shares of Company Common Stock are outstanding; (iii) 1,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2000 Stock Option Plan, of which options to acquire 1,405,993 shares of Company Common Stock are outstanding; and (iv) 9,100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Restated 1990 Stock Option Plan, of which options to acquire 2,052,605 shares of Company Common Stock are outstanding. Stock options granted by an employee the Company pursuant to the Company Stock Option Plans, as well as any stock options granted by Company outside of the Company upon termination of such employee’s employmentStock Option Plans, are referred to collectively herein as “Company Options. (c) Part 2.3(c” Schedule 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10October 21, 20072003: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase number of such shares that have been exercised; (iv) the current exercise price of the such Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; (Hvii) if applicable, the vesting schedule of such Company Option including any acceleration of vesting upon a change in control of the Company; (viii) the expiration date on of the Company Option; and (ix) the period of time following termination of employment during which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to may be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventexercised if not expired. The Company has Made Available delivered or made available to Parent accurate and complete copies ofof all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 2.3(a) or Section 2.3(b) above, there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”); or (iv) Contract under which any of the Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (“Company Rights Agreements”) (items (i) through (iv) above, collectively, “Company Stock Rights”). (d) All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Common Stock, granting of Company Options and/or the issuance of shares of capital stock plan pursuant of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by the Company, free and clear of any Encumbrances. Schedule 2.3(d) sets forth all entities (other than Subsidiaries) in which any of the Acquired Corporations has ever granted stock awards to any ownership interest and the extent that any stock awards remain outstanding thereunder; (III) each stock planamount of such interest.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 of 40,000,000 shares of Company Common Stock, of which, as of March 31, 2000, 10,482,963 shares (which 52,368,714 shares have been amount does not materially differ from the amount issued and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury outstanding as of the date of this Agreement) have been issued and are outstanding. The Company does not have any shares of preferred stock authorized. As of March 31, 2000, there were 88,363 shares of Company Common Stock available for purchase pursuant to the Company's Employee Stock Purchase Plan. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of March 31, 2000, there were no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Companies. Except as set forth in Part 2.3(a2.3(a)(ii) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company OptionsLetter, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Acquired Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None Upon consummation of the Acquired Corporations is under Merger, (A) the shares of Parent Common Stock issued in exchange for any obligation, or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which it may become obligated, the Company has the right to repurchase, redeem or otherwise acquire reacquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase price of the Company RSA and, if applicable, the Company PSA; (E) the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock planwill,

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 10,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 2,000,000 shares of Company Preferred Stock. As of June 18, 2001, 2,748,957 shares of which no shares Company Common Stock have been issued or were and are outstanding and no shares of the Company Preferred Stock have been issued and are outstanding. The Company holds 100,000 has designated up to 10,000 shares of its capital stock in Preferred Stock for issuance under its treasury as of the date of this Rights Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option PlansCompany's Subsidiaries. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) . There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Company Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of June 18, except for the Company’s right to repurchase or reacquire restricted 2001: (i) 48,500 shares of Company Common Stock held are reserved for issuance pursuant to stock options under the Company 1985 Stock Option Plan, as amended, all of which have been granted and are outstanding; (ii) 453,665 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1995 Stock Option Plan, of which options to acquire 394,185 shares of Company Common Stock are outstanding; and (iii) 147,645 shares of Company Common Stock remain available for purchase pursuant to the Employee Stock Purchase Plan and the Employee Stock Purchase Plan Offering, both effective as of July 1, 1997 (collectively referred to herein as the "COMPANY ESPP"). (Stock options granted by an employee the Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Company upon termination of such employee’s employmentStock Option Plans, are referred to collectively herein as "COMPANY OPTIONS. (c") Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10June 18, 20072001: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisable; (H) if applicable, exercisable as of the date on which the Company Option of this Agreement; and Company RSA expires; (Ivii) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting schedule of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventCompany Option. The Company has Made Available delivered to Parent accurate and complete copies ofof all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Section 2.3(a) or (b) above, there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) each outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other stock securities of any of the Acquired Corporations; (iii) rights agreement, stockholder rights plan pursuant (or similar plan commonly referred to as a "POISON PILL") or Contract under which any of the Acquired Corporations has ever granted are or may become obligated to sell or otherwise issue any shares of its capital stock awards or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the extent effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of any of the Acquired Corporations (items (i) through (iv) above, collectively, "COMPANY STOCK RIGHTS"). (d) All outstanding thereunder; shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of capital stock of each stock planof the Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except for directors' qualifying shares, are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 800,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued and were outstanding; and (ii) 5,000,000 100,000,000 shares of preferred stock, $0.00001 par value per share (“Company Preferred Stock, of which no shares have been issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans”). As of August 105:00 p.m. (California time) on October 25, 2007: 2021 (Athe “Company Listing Date”): (i) 709,359 148,929,117 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee issued and outstanding (which amount includes shares of Company Restricted set forth in Section 2.3(b)(iv)); (ii) no shares of Company Preferred Stock Purchase Plan (the “Company ESPP”)were issued and outstanding; and (Biii) 1,699,290 no shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under held by the Company Option Plans. (b) (A) None of the outstanding as treasury shares. There are no shares of Company Common Stock is entitled or subject to held by any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there ’s Subsidiaries. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None Except pursuant to Company Equity Plans and the agreements evidencing outstanding Company Equity Awards, none of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for . (b) As of 5:00 p.m. (California time) on the Company’s right to repurchase or reacquire restricted Company Listing Date: (i) 15,044,092 shares of Company Common Stock held by an employee of were subject to issuance pursuant to Company options granted and outstanding under the Company Equity Plans (“Company Options”); (ii) 5,416,004 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2018 Employee Stock Purchase Plan, as amended August 22, 2019 (the “Company ESPP”); (iii) 6,647,631 shares of Company Common Stock were issuable upon termination settlement or vesting of such employee’s employmentoutstanding Company restricted stock units (“Company RSUs”); (iv) 229,661 shares of restricted Company Common Stock were unvested pursuant to Company restricted awards granted and outstanding under the Company Equity Plans (“Company Restricted Stock”); (v) no shares of Company Common Stock were subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vii) 16,963,795 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Equity Award outstanding Company Option, Company RSA and Company PSA as of August 10, 20075:00 p.m. (California time) on the Company Listing Date: (A1) the particular Company Option Equity Plan (if any) pursuant to which such award Company Equity Award was granted; (B2) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksof such Company Equity Award; (C3) the number of shares of Company Common Stock subject to such awardCompany Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, if any, both the target and the maximum number of shares of Company Common Stock); (D4) the exercise price (if any) of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAEquity Award; (E5) the date on which such award Company Equity Award was granted; (F6) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the such Company Option and Company RSA Equity Award expires; (I7) the type of award, including whether if such Company Equity Award is a Company Option Option, whether it is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option option; (8) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (J9) whether the vesting of such award would be acceleratedCompany Equity Award differs materially from the Company’s standard vesting schedule. The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Reports in accordance with GAAP, in whole and no such grants involved any “back dating,” “forward dating” or in part, as a result similar practices with respect to the effective date of the Mergers grant (whether intentionally or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. otherwise). (d) The Company has Made Available to Parent accurate and complete copies ofof all equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are outstanding as of the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise). (e) Except (x) as set forth in Section 2.3(a) and 2.3(b) and (y) for changes since 5:00 p.m. (California time) on the Company Listing Date resulting from the exercise of Company Options or the vesting of Company RSUs or Company Restricted Stock, in each case, outstanding as of the Company Listing Date and in accordance with their terms, as of the date of this Agreement: (Ii) each the Company Option Plandoes not have any shares of capital stock or other equity interests outstanding; and (IIii) each other than the Company ESPP, there is no (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) issued or granted by any of the Acquired Companies to acquire any shares of the capital stock or other securities of any of the Acquired Companies, (B) outstanding security, instrument or obligation issued, granted or entered into by any of the Acquired Companies that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Companies or (C) stockholder rights plan pursuant (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations has ever Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) All outstanding shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Companies have been issued and granted in material compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) the terms of applicable Contracts. (g) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and free of any preemptive rights. All of the outstanding shares of capital stock awards to of each of the extent that Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned directly or indirectly by the Company, free and clear of any stock awards remain outstanding thereunder; (III) each stock planEncumbrances, except for restrictions on transfer under applicable securities laws and Permitted Encumbrances.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 125,000,000 shares of Company Common Stock, of which 52,368,714 7,259,236 shares have been are issued and were outstandingoutstanding as of the Reference Date; and (ii) 5,000,000 shares of Company Preferred Stock, of which no shares have been of Company Preferred Stock are issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury outstanding as of the date of this AgreementReference Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) None of the Company Disclosure Schedule specifies Tetraphase Companies (other than the number of Company) holds any shares of Company Common Stock that or any rights to acquire shares of Company Common Stock. (c) As of the Reference Date: (i) 160,307 shares of Company Common Stock are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: ; (Aii) 709,359 2,506 shares of Company Common Stock were are reserved for future issuance pursuant to the Company’s 2000 Tetraphase 2014 Employee Stock Purchase Plan (the “Company ESPP”); ) and (B) 1,699,290 0 shares of Company Common Stock were are estimated to be subject to outstanding purchase rights under the Company ESPP (based on the fair market value of a share of Company Common Stock as of the trading date one (1) trading date prior to the date of this Agreement); (iii) 41,213 shares of Company Common Stock are subject to issuance upon vesting of grants of Company RSUs; (iv) 12,850 shares of Company Common Stock are subject to issuance upon vesting of grants of Company PRSUs; (v) 246,741 shares of Company Common Stock are reserved for future issuance pursuant to stock equity awards not yet granted under the Company Option Plans. ; and (bvi) (A) None of the outstanding 11,478,477 shares of Company Common Stock is entitled or are subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract issuance pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. Warrants. (cd) Part 2.3(c2.3(d) of the Company Disclosure Schedule accurately sets forth the following information a complete and accurate list that sets forth with respect to each Company Equity Award outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the Reference Date the following information: (Ai) the particular Company Option Plan plan (if any) pursuant to which such award Company Equity Award was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksof such Company Equity Award; (Ciii) the type of Company Equity Award (whether a Company Option, Company RSU, Company PRSU or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such awardCompany Equity Award; (Dv) the per share exercise price (if any) of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAEquity Award; (Evi) the date on which such award Company Equity Award was granted; (Fvii) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the such Company Option Equity Award expires (if applicable); and (viii) if such Company RSA expires; (I) the type of awardEquity Award is a Company Option, including whether a such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventoption. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Documents in accordance with GAAP, and to the knowledge of the Acquired Corporations has ever granted stock awards Company, no such grants involved any “back dating” or similar practices with respect to the extent that effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any stock awards remain outstanding thereunder; (III) each stock planof the Tetraphase Companies.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 30,000,000 shares of Company Common Stock, $.001 par value per share, of which 52,368,714 5,788,642 shares have been issued and were outstandingare outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no 1,428,572 shares have been issued or were and are outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part Except as set forth in Schedule 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007Schedule: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Preferred Stock. The Company is the sole owner of each outstanding share of capital stock and/or other securities, except for equity interests in each Company Subsidiary. The exercise prices of all of the Company’s right to repurchase or reacquire restricted Company Warrants exceed the Signing Date Closing Price. 17 (b) As of the date of this Agreement: 1,191,489 shares of Company Common Stock held are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock. (Stock options granted by an employee of the Company upon termination of such employee’s employmentpursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options. (c) Part 2.3(c) of the "). The Company Disclosure Schedule accurately sets forth the following information with respect has made available to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: Parent (A) accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Company Option outstanding as of the date of this Agreement; (ii) the particular Company Option Plan plan (if any) pursuant to which such award Company Option was granted; (Biii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Civ) the number of shares of Company Common Stock subject to such awardCompany Option; (Dv) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Evi) the date on which such award Company Option was granted; (Fvii) the applicable vesting schedule; (G) if applicableschedules, and the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; and (Hvii) if applicable, the date on which such Company Option expires. As of the date of this Agreement, 585,818 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "ESPP"). (c) Except as set forth in Schedule 2.3(c) of the Company Option and Disclosure Schedule, there is no: (i) outstanding subscription, option (other than Company RSA expiresOptions described under Section 2.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any Company Subsidiary; (Iii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the type capital stock or other securities of award, including whether the Company or any Company Subsidiary; (iii) stockholder rights plan (or similar plan commonly referred to as a Company Option is intended to be an “incentive stock option” (as defined in the Code"poison pill") or Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a non-qualified basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock option or other securities of the Company or any Company Subsidiary. (d) All outstanding shares of Company Common Stock and all outstanding shares of Company Preferred Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (Jii) whether the vesting of such award would be accelerated, all requirements set forth in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock planapplicable Contracts.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 55,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock. As of October 29, 2002, 33,157,621 shares of which no shares Company Common Stock have been issued or were outstanding. The Company holds 100,000 and are outstanding and no shares of its capital stock in its treasury as of the date of this AgreementCompany Preferred Stock have been issued and are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option PlansCompany's Subsidiaries. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) . There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Company Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock, other than the Voting Agreements. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of October 29, except for the Company’s right to repurchase or reacquire restricted 2002: (i) 12,424,000 shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) are reserved for issuance pursuant to stock options under the Amended and Restated 1994 Flexible Stock Incentive Plan, as amended, of which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of options to acquire 5,844,523 shares of Company Common Stock subject to such awardare outstanding; (Dii) 2,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the exercise price 2001 Non-Qualified Stock Incentive Plan, of which options to acquire 874,083 shares of Company Common Stock are outstanding; (iii) 300,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the ATM Technology Center 2000 Stock Option Plan, of which options to acquire 213,000 shares of Company Common Stock are outstanding; (iv) 410,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 119,784 shares of Company Common Stock are outstanding; and (v) 322,430 shares of Company Common Stock remain available for purchase pursuant to the 2000 Employee Stock Purchase Plan of the Company Option and (the purchase price of the Company RSA and, if applicable, the Company PSA; (E) the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event"ESPP Plan"). The outstanding stock options listed above under the Amended and Restated 1994 Flexible Stock Incentive Plan include options exercisable for 1,000 shares of Company has Made Available to Parent accurate and complete copies of: (I) each Company Common Stock that were granted under the 1987 Non-Qualified Stock Option Plan; (II) each other stock plan pursuant to which any of , with the Acquired Corporations has ever granted stock awards to shares reserved for such options having been rolled into the extent that any stock awards remain outstanding thereunder; (III) each stock planAmended and Restated 1994

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 20,000,000 shares of Company Common Stock, of which 52,368,714 3,962,750 shares have been issued and were outstandingare outstanding and of which no shares are held by the Company in its treasury as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, $0.01 par value per share, of which no shares have been issued are outstanding or were outstanding. The are held by the Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a2.3(a)(i) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007Schedule: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) At the close of business on September 25, except for the Company’s right to repurchase or reacquire restricted 1997: (i) 151,410 shares of Company Common Stock held were subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock under the Company's 1994 Stock Option Plan; (ii) 179,790 shares of Company Common Stock were subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock under the Company's 1996 Stock Option Plan; and (iii) 100,000 shares of Company Common Stock were subject to issuance pursuant to rights to purchase shares of Company Common Stock under the 1996 Employee Stock Purchase Plan. (Stock options granted by an employee of the Company upon termination pursuant to the 1994 Stock Option Plan and the 1996 Stock Option Plan are referred to in this Agreement as "Company Options"; the 1994 Stock Option Plan and the 1996 Stock Option Plan are collectively referred to as the "Company Stock Plans.") As of such employee’s employment. close of business on September 25, 1997, 100,000 shares of Company Common Stock were subject to issuance pursuant to outstanding warrants to purchase Company Common Stock (c) the "Company Warrants"). Part 2.3(c2.3(b)(i) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the date of this Agreement: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicableschedules, and the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; and (Hvii) if applicable, the date on which the such Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available delivered to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other of all stock plan option plans pursuant to which any of the Acquired Corporations Company has ever granted stock awards options, and the forms of all stock option agreements evidencing such options. Part 2.3(b)(ii) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant: (i) the extent that any stock awards remain outstanding thereundername of the holder of such Company Warrant; (IIIii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was issued; (v) vesting and (vi) the date on which such Company Warrant expires. The Company has delivered to Parent an accurate and complete copy of each stock planCompany Warrant.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 of 150,000,000 shares of Company Common Stock, par value $0.01 per share, of which 52,368,714 46,989,720 shares were issued and outstanding as of April 16, 2007; and 5,000,000 shares of Preferred Stock, par value $0.01 per share, of which (1) 2,000,000 shares have been issued designated as Series X Junior Participating Preferred Stock and were outstanding; reserved for issuance upon the exercise of rights granted under the Company Rights Agreement and (ii2) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were are outstanding. The Company holds 100,000 As of April 16, 2007: (i) no shares of its capital stock Company Common Stock are held in its the treasury as of the date Company; (ii) 6,708,885 shares of this AgreementCompany Common Stock are subject to issuance pursuant to stock options granted under the 1989 Plan and the 1999 Plan (stock options granted by the Company pursuant to the 1989 Plan, the 1999 Plan or otherwise are referred to collectively herein as “Company Options”); (iii) 1,001,496 shares of Company Common Stock are subject to issuance pursuant to the Company SARs granted under the 1999 Plan; (iv) 110,934 shares of Company Common Stock are subject to issuance pursuant to Company Stock Units held pursuant to the terms of the Deferred Compensation Plan; and (v) 1,221,972 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s ESPP. Of the shares of Company Common Stock, stock options, and Company SARs outstanding, 4,090,174 are subject to vesting under the terms of the 1999 Plan and the Director Grant Plan. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as held by any of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) Subsidiaries. None of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) Company and, other than the ValueAct Voting Agreement, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the No Acquired Corporations Corporation is under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock Stock. The Company is not a party to any voting agreements with respect to any shares of capital stock of, or other securitiesequity or voting interests in, except for the Company or any of its Subsidiaries other than the ValueAct Voting Agreement and, to the Knowledge of the Company’s right , other than the Voting Agreements there are no irrevocable proxies and no voting agreements with respect to repurchase or reacquire restricted any shares of Company Common Stock held by an employee of capital stock of, or voting interests in, the Company upon termination or any of such employee’s employmentits Subsidiaries. The “Separation Time” (as defined in the Company Rights Agreement) has not occurred. (cb) Part 2.3(c2.4(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10April 16, 2007: (Ai) the particular Company Option Plan (if any) pursuant to which such award was grantedname of the optionee; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (Cii) the number of shares of Company Common Stock subject to such awardCompany Option; (Diii) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Eiv) the date on which such award Company Option was granted; (Fv) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisableexercisable as of the Agreement Date; and (Hvi) if applicable, the date on which the such Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available made available to Parent accurate and complete copies ofof all stock option plans pursuant to which all currently outstanding Company Stock Awards were granted, and the forms of all stock option agreements evidencing such options. (c) Part 2.4(c) of the Disclosure Schedule sets forth the following information with respect to each Company SAR outstanding as of April 16, 2007: (Ii) the name of the holder of such Company SAR; (ii) the number of shares of Company Common Stock subject to such Company SAR; (iii) the exercise price of such Company SAR; (iv) the date on which such Company SAR was granted; (v) the extent to which such Company SAR is vested and exercisable as of the Agreement Date; and (vi) the date on which such Company SAR expires. The Company has made available to Parent accurate and complete copies of all plans pursuant to which all currently outstanding Company SARs were granted, and the forms of all agreements evidencing such Company SARs. (d) Part 2.4(d) of the Disclosure Schedule sets forth the following information with respect to each Company Option PlanStock Unit outstanding as of April 16, 2007: (i) the name of the beneficial holder of such Company Stock Unit; (IIii) each the number of shares of Company Common Stock subject to such Company Stock Unit; (iii) the extent to which such Company Stock Unit is vested as of the Agreement Date; and (iv) the date, if any, on which such Company Stock Unit expires. (e) Except as set forth in Sections 2.4(a), 2.4(b), 2.4(c) or 2.4(d) above, and except as set forth in Part 2.4(e) of the Disclosure Schedule and for rights under the ESPP to purchase shares of Company Common Stock, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations or otherwise has the right to vote on any matters on which the stockholders of any Acquired Corporation have the right to vote; (iii) rights agreement, stockholder rights plan pursuant (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations has ever granted are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; (iv) stock appreciation rights, phantom stock awards or other similar rights that are linked to the extent value of the Company Common Stock or the value of the Company or any part thereof, or (v) to the Company’s Knowledge, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of any of the Acquired Corporations from any Acquired Corporation (items “(i)” through “(v)” above, collectively, “Company Stock Rights”). (f) All outstanding thereundershares of Company Common Stock, Company Options, Company SARs, Company Stock Units and other securities of the Company have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (IIIii) all requirements set forth in applicable Contracts. (g) All of the shares of capital stock of each stock planof the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company or another wholly-owned Subsidiary of the Company, free and clear of any Encumbrances (except as set forth in Part 2.4(g) of the Disclosure Schedule), other than restrictions on transfer imposed by applicable securities laws.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 41,666,667 shares of Company Common Stock, of which 52,368,714 (A) 25,535,101 shares have had been issued and were outstandingoutstanding as of June 18, 2012 (the “Capitalization Date”) and (B) no shares were held by the Company in its treasury as of the Capitalization Date; and (ii) 5,000,000 3,333,333 shares of Company Preferred Stock, of which no shares have been are issued or were outstanding. The outstanding or are held by the Company holds 100,000 shares of its capital stock in its treasury as treasury. (b) As of the date of this Agreement. All of the outstanding Capitalization Date: (i) 1,109,247 shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to outstanding Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: ; (Aii) 709,359 1,354,651 shares of Company Common Stock were are subject to issuance pursuant to outstanding Company RSUs; (iii) 195,400 shares of Company Common Stock are Company Restricted Shares; and (iv) 2,193,415 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); Equity Plans. The Company has delivered or made available to Parent true and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee complete copies of the Company upon termination Equity Plans and the forms of such employee’s employment. stock option, restricted stock unit and restricted share agreements evidencing the Company Options, Company RSUs and Company Restricted Shares, respectively (c) Part 2.3(ctogether, the “Equity Award Documentation”). Section 2.3(b) of the Company Disclosure Schedule accurately sets forth a true and complete list of the following information with respect outstanding Company Options, Company Restricted Shares and Company RSUs as of the Capitalization Date, including (to the extent applicable) the date on which each outstanding such Company Option, Company RSA and Restricted Share or Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award RSU was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of shares of Company Common Stock subject to such award; Company Option, Company Restricted Share or Company RSU, the expiration date of such Company Option, Company Restricted Share or Company RSU and the price at which such Company Option may be exercised under the applicable Equity Award Documentation. (Dc) All of the issued and outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued pursuant to the Company Options, the Company RSUs and the Company Equity Plans will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, and are (or in the case of shares of Company Common Stock not yet issued, will be) fully paid and nonassessable and free of preemptive rights. Except as described in Section 2.3(a), Section 2.3(b) and Section 2.3(d) in the case of Subsidiaries of the Company, and except for changes since the close of business on the Capitalization Date resulting from the exercise price of Company Options or the vesting of Company RSUs, as of the date of this Agreement, there are no: (i) shares of capital stock or other voting securities or equity interests of the Company Option and or any of its Subsidiaries, (ii) outstanding subscriptions, options, calls, warrants, rights, commitments or agreements to acquire or that obligate the purchase price Company or any of its Subsidiaries to issue any shares of the capital stock or other equity securities or voting interests of the Company RSA or any of its Subsidiaries; (iii) restricted shares, stock appreciation rights, redemption rights, repurchase rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based awards or rights; or (iv) outstanding securities, instruments or obligations of the Company or any of its Subsidiaries that are or may become convertible into or exchangeable for any shares of the capital stock or other equity security or voting interest of the Company or any of its Subsidiaries (the items in clauses (i) through (iv), collectively, the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, other than pursuant to the Equity Award Documentation. Neither the Company nor any of its Subsidiaries is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any antidilutive rights, rights of first refusal or preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any Company Securities or other similar rights with respect to any Company Securities, other than pursuant to the Equity Award Documentation. (d) Section 2.3(d) of the Company Disclosure Schedule sets forth a true and complete list of each Subsidiary of the Company, including its jurisdiction of incorporation or formation (or similar concept), and, if applicablenot wholly-owned, directly or indirectly, by the Company, its issued and outstanding capital stock and ownership information with respect to its capital stock. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company PSA; (E) the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicabledoes not own, the extent to which the Company Option is vested and exercisable; (H) if applicabledirectly or indirectly, the date on which the Company Option and Company RSA expires; (I) the type of awardany equity, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) membership interest, partnership interest, joint venture interest or a non-qualified stock option and (J) whether the vesting of such award would be acceleratedother equity or voting interest in, in whole or in partany interest convertible into, as a result exercisable or exchangeable for any of the Mergers foregoing, nor is it or any of the other Contemplated Transactionsits Subsidiaries under any obligation to form or participate in, alone provide funds to or in combination with make any termination of employment loan, capital contribution, guarantee, credit enhancement or other eventinvestment in, any Person. All of the outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are wholly owned beneficially and of record by the Company or a Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. (e) The Company has Made Available does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to Parent accurate and complete copies of: vote (Ior convertible into or exercisable for securities having the right to vote) each Company Option Plan; (II) each other stock plan pursuant to which any with the stockholders of the Acquired Corporations has ever granted stock awards to the extent that Company on any stock awards remain outstanding thereunder; (III) each stock planmatter.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 150,000,000 shares of Company Common Stock, of which 52,368,714 which, as of April 29, 2011, 75,415,182 shares have been issued and were are outstanding; and (ii) 5,000,000 shares of Company Preferred Stock, $.01 par value per share, no shares of which no shares have been issued or were outstandingare outstanding (including shares of restricted Company Common Stock). The Except for those shares of Company holds 100,000 Common Stock reserved for issuance to the date of this Agreement pursuant to Section 2.3(b), no shares of Company Common Stock have been issued since April 29, 2011. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury as of the date of this Agreementtreasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option Plansother Acquired Corporations. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none rights. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there . There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockStock except for any such restrictions contained in any Company Employee Plan. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for . Part 2.3(a)(ii) of the Company’s right Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (including shares issued pursuant to the exercise of the Company upon termination of such employee’s employmentstock options or otherwise). (cb) As of April 29, 2011: (i) 3,791,478 shares of Company Common Stock were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 828,266 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”); (iii) 29,640 shares of Company Common Stock were subject to issuance and/or delivery pursuant to restricted stock units and deferred stock units; (iv) 1,304,325 shares of restricted Company Common Stock were outstanding; (v) no shares of Company Common Stock were subject to stock appreciation rights whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vii) 3,057,318 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately sets forth forth, as of April 29, 2011, the following information with respect to each Company Equity Award outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: the date of this Agreement (A) the particular Company Option Equity Plan (if any) pursuant to which such award Company Equity Award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksof such Company Equity Award; (C) the number of shares of Company Common Stock subject to such awardCompany Equity Award; (D) the exercise price (if any) of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAEquity Award; (E) the date on which such award Company Equity Award was grantedgranted or the shares subject to such repurchase right were issued; (F) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and/or exercisable; (G) if applicable, the extent to date on which the such Company Option is vested and exercisableEquity Award expires; (H) if applicable, the date on which the such Company Option and Company RSA expires; (I) the type of award, including whether Equity Award is a Company Option Option, whether it is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option option; (I) if such Company Equity Award is a Company Stock-Based Award, whether such Company Stock-Based Award is a restricted stock unit, deferred stock unit or a restricted stock award; (J) if such Company Equity Award is a Company Stock-Based Award in the form of restricted stock units or deferred stock units, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (JK) whether the vesting of such award Company Equity Award would be accelerated, in whole or in part, as a result of the Mergers Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, alone or in combination with any termination of employment or other event. Between April 29, 2011 and the date of this Agreement, the Company has not issued or granted any Company Equity Awards. The Company has Made Available to Parent accurate and complete copies ofof the Company Equity Plans or, if not granted under an Company Equity Plan, such other Contract, pursuant to which any stock options, restricted stock units, deferred stock units or restricted stock awards (including, all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are currently outstanding, and the forms of all stock option, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, restricted stock units, deferred stock units or restricted stock awards (whether payable in equity, cash or otherwise). Except as would not have (and would not reasonably be expected to have) a Material Adverse Effect, all outstanding shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporations have been issued and granted in compliance in all material respects with: (Ii) each Company Option Planall applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (c) Except as set forth in Part 2.3(b) of the Disclosure Schedule and except as set forth in Section 2.3(a) and Section 2.3(b), as of the date of this Agreement, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) each outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other stock securities of any of the Acquired Corporations; (iii) stockholder rights plan pursuant (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations has ever is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) contractual obligation of any of the Acquired Corporations to issue, deliver, sell, or cause to be issued, delivered or sold any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporations have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock awards to of each of the extent that Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or another Acquired Corporation, free and clear of any stock awards remain outstanding thereunder; (III) each stock planEncumbrances, other than restrictions on transfer imposed by applicable securities laws.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 10,000 shares of Company Common Stock, of which 52,368,714 9,422 shares have been issued and were outstanding; and (ii) 5,000,000 shares are outstanding as of Company Preferred Stock, of which no shares have been issued or were outstandingthe date hereof. The Company holds 100,000 has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury as treasury, except for the repurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the date of this AgreementCompany. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a2.3(a)(i) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007Schedule: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance first offer or any similar rightright created by the Company or imposed under applicable law with respect to capital stock of the Company; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations The Company is under any no obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. (b) As of the Company’s right to repurchase or reacquire restricted date hereof: (i) no shares of Company Common Stock held by an employee are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock under the Company's Stock Option Plan; and (ii) no shares of Company Common Stock are reserved for future issuance pursuant to the Company's Stock Option Plan. The Company has delivered to the Purchaser accurate and complete copies of all stock option plans pursuant to which the Company upon termination has ever granted stock options and the forms of all stock option agreements evidencing such employee’s employmentoptions. (c) Part 2.3(cThere is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the Company Disclosure Schedule accurately sets forth capital stock or other securities of the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was grantedCompany; (Bii) an employee number representing the award holder andoutstanding security, instrument or obligation that is or may become convertible into or exchangeable for those award holders whose principal work location is outside any shares of the United States, capital stock or other securities of the country in Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the award holder worksCompany is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of the Company; or (Civ) condition or circumstance that may give rise to or provide a basis for the number assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (d) All outstanding shares of Company Common Stock subject to such award; and all Company Options that were previously granted have been issued and granted in compliance with (Di) the exercise price of the Company Option all applicable securities laws and the purchase price of the Company RSA and, if applicable, the Company PSA; (E) the date on which such award was granted; (F) the other applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option Legal Requirements and (Jii) whether the vesting of such award would be accelerated, all material requirements set forth in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock planapplicable Contracts.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 of 150,000,000 shares of Company Common Stock, par value $0.01 per share, of which 52,368,714 46,883,841 shares were issued and outstanding as of March 2, 2007; and 5,000,000 shares of Preferred Stock, par value $0.01 per share, of which (1) 2,000,000 shares have been issued designated as Series X Junior Participating Preferred Stock and were outstanding; reserved for issuance upon the exercise of rights granted under the Company Rights Agreement and (ii2) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were are outstanding. The Company holds 100,000 As of March 2, 2007: (i) no shares of its capital stock Company Common Stock are held in its the treasury as of the date Company; (ii) 6,856,003 shares of this AgreementCompany Common Stock are subject to issuance pursuant to stock options granted under the 1989 Plan and the 1999 Plan (stock options granted by the Company pursuant to the 1989 Plan, the 1999 Plan or otherwise are referred to collectively herein as “Company Options”); (iii) 1,002,406 shares of Company Common Stock are subject to issuance pursuant to the Company SARs granted under the 1999 Plan; (iv) 107,802 shares of Company Common Stock are subject to issuance pursuant to Company Stock Units held pursuant to the terms of the Deferred Compensation Plan; and (v) 1,221,972 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s ESPP. Of the shares of Company Common Stock outstanding, 3,342,534 are subject to vesting under the terms of the 1999 Plan. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as held by any of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) Subsidiaries. None of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) Company and, other than the Voting Agreement, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the No Acquired Corporations Corporation is under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase price of the Company RSA and, if applicable, the Company PSA; (E) the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock plan

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 50,000,000 shares of Company Common Stock, of which 52,368,714 13,510,416 shares have been were issued and were outstandingare outstanding as of January 24, 2000; and (ii) 5,000,000 shares of Company Preferred Stock, $0.10 par value per share, of which no shares have been issued or were are outstanding. The Company holds 100,000 does not hold any shares of its capital stock in its treasury as of the date of this Agreementtreasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option Plansother Acquired Corporations. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none right granted by the Company. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there . There is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. (b) As of the Company’s right to repurchase or reacquire restricted date of this Agreement: (i) 1,717,387 shares of Company Common Stock held by are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Stock Option Plan; (ii) 96,917 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Director Stock Option Plan; (iii) 299,682 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1994 Employee Stock Option Plan; (iv) 241,667 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1997 Key Man Stock Option Plan and Agreement; (v) 75,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Key Man Stock Option Plan and Agreement; (vi) 666,667 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1998 Employee Stock Purchase Plan (the "ESPP"); and (vii) 66,667 shares of Company Common Stock are subject to issuance pursuant to a warrant issued to Finpiave, S.p.A. at an employee exercise price of $0.01 per share (the "Finpiave Warrant") and 763 shares of 6% Convertible Preferred Stock of the Company upon termination (the "Series D") are subject to issuance pursuant to three warrants issued to certain principals of such employee’s employmentC▇▇▇▇▇▇▇ Capital Corporation or their immediate family members at an exercise price of $1,000 per share (the "Series D Warrants"). (Stock options granted by the Company (whether pursuant to the Company's stock option plans or otherwise) are referred to in this Agreement as "Company Options. (c") Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the date of this Agreement: (Ai) the particular Company Option Plan plan (if any) pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; and (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisable; (H) if applicable, exercisable as of the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventthis Agreement. The Company has Made Available delivered or made available (at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP or C▇▇▇▇ ▇▇▇▇▇▇▇▇) to Parent accurate and complete copies ofof all stock option plans pursuant to which the Company has outstanding stock options, and the forms of all stock option agreements evidencing such outstanding options. The Company has delivered to Parent accurate and complete copies of the Company Warrants. (c) Except as set forth in Section 2.3(b), there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) each outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other stock securities of any of the Acquired Corporations; (iii) stockholder rights plan pursuant (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations has ever granted is or may become obligated to sell or otherwise issue any shares of its capital stock awards or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the extent effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of any of the Acquired Corporations. (d) All outstanding thereunder; shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each stock planof the Company's Subsidiaries (other than nominee shares of certain foreign Subsidiaries of the Company held on behalf of the Company) have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 55,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock. As of October 29, 2002, 32,986,000 shares of which no shares Company Common Stock have been issued or were outstanding. The Company holds 100,000 and are outstanding and no shares of its capital stock in its treasury as of the date of this AgreementCompany Preferred Stock have been issued and are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as held by any of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) Subsidiaries. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) . There is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Company Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock, other than the Voting Agreements. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of October 29, except for the Company’s right to repurchase or reacquire restricted 2002: (i) 12,424,000 shares of Company Common Stock held by an employee are reserved for issuance pursuant to stock options under the Amended and Restated 1994 Flexible Stock Incentive Plan, as amended, of which options to acquire 5,844,523 shares of Company Common Stock are outstanding; (ii) 2,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2001 Non-Qualified Stock Incentive Plan, of which options to acquire 874,083 shares of Company Common Stock are outstanding; (iii) 300,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the ATM Technology Center 2000 Stock Option Plan, of which options to acquire 213,000 shares of Company Common Stock are outstanding; (iv) 410,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 119,784 shares of Company Common Stock are outstanding; and (v) 322,430 shares of Company Common Stock remain available for purchase pursuant to the 2000 Employee Stock Purchase Plan of the Company upon termination (the “ESPP Plan”). The outstanding stock options listed above under the Amended and Restated 1994 Flexible Stock Incentive Plan include options exercisable for 1,000 shares of Company Common Stock that were granted under the 1987 Non-Qualified Stock Option Plan, with the shares reserved for such employee’s employmentoptions having been rolled into the Amended and Restated 1994 Flexible Stock Incentive Plan. Stock options granted by the Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Company Stock Option Plans, are referred to collectively herein as “Company Options. (c) Part 2.3(c” Schedule 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10October 29, 20072002: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the current exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; (Hvii) if applicable, the date on which the vesting schedule of such Company Option and Company RSA expires; (I) the type including any acceleration of award, including whether vesting upon a Company Option is intended to be an “incentive stock option” (as defined change in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result control of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock planCompany;

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 300,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued and were outstanding; and (ii) 5,000,000 2,000,000 shares of preferred stock, $0.01 par value per share (“Company Preferred Stock”). As of 5:00 p.m. (California time) on January 11, 2024 (the “Company Listing Date”): (A) 86,917,171 shares of Company Common Stock were issued and outstanding; (B) no shares of Company Preferred Stock, of which no shares have been Stock were issued or were and outstanding. The Company holds 100,000 ; and (C) 8,350,136 shares of its capital stock in its Company Common Stock were held by the Company as treasury as of the date of this Agreementshares. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessablenonassessable and free of any preemptive rights. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as held by any of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there Subsidiaries. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None Except pursuant to Company Equity Plans and the agreements evidencing outstanding Company Equity Awards issued thereunder, none of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it is, or may become become, obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for securities of the Company’s right to repurchase or reacquire restricted . (b) As of 5:00 p.m. (California time) on the Company Listing Date: (i) 100,670 shares of Company Common Stock held by an employee of were subject to issuance pursuant to Company options granted and outstanding under the Company Equity Plans ( “Company Options”); (ii) 671,653 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2022 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 1,346,526 shares of Company Common Stock were issuable upon termination settlement or vesting of outstanding Company restricted stock units (“Company RSUs”) (which includes any deferred stock units); (iv) no shares of Company Common Stock were subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (v) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vi) 3,050,285 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such employee’s employmentCompany Option. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Equity Award outstanding Company Option, Company RSA and Company PSA as of August 10, 20075:00 p.m. (California time) on the Company Listing Date: (Ai) the particular Company Option Equity Plan (if any) pursuant to which such award Company Equity Award was granted; (Bii) an employee the identification number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder worksof such Company Equity Award; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, if any, both the target and the maximum number of shares of Company Common Stock); (Div) the exercise price (if any) of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAEquity Award; (Ev) the date on which such award Company Equity Award was granted; (Fvi) the applicable vesting schedule; (G) if applicable, and the extent to which the such Company Option Equity Award is vested and and/or exercisable; (Hvii) if applicable, the date on which the such Company Option and Company RSA Equity Award expires; and (Iviii) the type of award, including whether if such Company Equity Award is a Company Option Option, whether it is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option option. (d) Except (x) as set forth in Sections 2.3(a) and 2.3(b) and in Part 2.3(c) of the Company Disclosure Schedule, (Jy) whether for changes since 5:00 p.m. (California time) on the Company Listing Date resulting from the exercise of Company Options or the vesting of such award would be acceleratedCompany RSUs, in whole or in parteach case, outstanding as a result of the Mergers Company Listing Date and in accordance with their terms and (z) as may be issued in compliance with Section 4.2(b)(ii): (i) the Company does not have any shares of capital stock or other equity interests outstanding; and (ii) there is no (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the other Contemplated TransactionsAcquired Companies, alone (B) outstanding security, instrument or in combination with obligation that is or may become convertible into or exchangeable for any termination shares of employment the capital stock or other event. The Company has Made Available securities of any of the Acquired Companies or (C) stockholder rights plan (or similar plan commonly referred to Parent accurate and complete copies of: (Ias a “poison pill”) each Company Option Plan; (II) each other stock plan pursuant to or Contract under which any of the Acquired Corporations has ever Companies is, or may become, obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All outstanding shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Companies have been issued and granted in compliance with: (i) all applicable Legal Requirements; and (ii) all requirements set forth in Contracts to which the Company is a party. (f) All outstanding Company Options and Company RSUs were issued and granted in compliance with the Company Equity Plan and all applicable Legal Requirements. (g) All of the outstanding shares of capital stock awards to of each of the extent that Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights (other than in favor of the Company or a wholly owned Subsidiary of the Company), and are owned directly or indirectly by the Company (except for de minimis equity interests held by a third party for local regulatory reasons), free and clear of any stock awards remain outstanding thereunder; (III) each stock planEncumbrances, other than Permitted Encumbrances and restrictions on transfer under applicable securities laws.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 120,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued and were outstanding; and (ii) 5,000,000 12,000,000 shares of Company Preferred Stock, par value $0.001 per share, of which no shares have been issued or were are outstanding. The As of the close of business on August 9, 2016 (the “Measurement Date”), the Company holds 100,000 held 2,315,036 shares of its capital stock Company Common Stock in its treasury treasury, 38,752,915 shares have been issued and are outstanding, 1,103,903 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Equity Plans or otherwise), 1,755,925 shares of Company Common Stock are subject to issuance pursuant to RSUs (whether performance or time based and whether granted under the Company Equity Plans or otherwise) and 1,340,017 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2005 Employee Stock Purchase Plan, as amended (the “ESPP”). As of the date Measurement Date, the Company had no shares of this AgreementCompany Restricted Stock outstanding. None of the Company Subsidiaries holds or has held any shares of the Company’s capital stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; . None of the Company and (C) there is no the Company Contract Subsidiaries are parties to any Contracts relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockStock or equity interests in any Company Subsidiary. None Except as set forth in Part 2.3(a) of the Acquired Corporations is under Disclosure Schedule, between the Measurement Date and the execution of this Agreement, the Company has not sold or issued any obligationshares of its capital stock, option, award of restricted stock, restricted stock unit, warrant, interest or is bound by any Contract pursuant right (whether or not exercisable, convertible or exchangeable) to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or interest in capital stock or other securities, except for securities of the Company. (b) Part 2.3(b)(i) of the Disclosure Schedule sets forth a report generated by the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee internal systems as of the Measurement Date, which includes each Company upon termination of such employee’s employment. (c) Part 2.3(c) Option outstanding as of the Company Disclosure Schedule accurately sets forth Measurement Date, and is an accurate and complete report that includes the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007information: (A) the particular Company Option Equity Plan (if any) or non-plan arrangement pursuant to which such award Company Option was granted, if applicable; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (C) the number of shares of Company Common Stock subject to such awardCompany Option; (D) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (E) the date on which such award Company Option was granted; (F) whether the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be qualify as an “incentive stock option” under section 422 of the Code; and (G) the extent to which such Company Option is vested and exercisable as defined of the date of this Agreement. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the Codefinancial statements (including the related notes) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventCompany. The Company has Made Available to Parent accurate and complete copies ofof all stock option and equity-based compensation plans pursuant to which any stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) were granted and are outstanding as of the Measurement Date, and the forms of all equity-based award agreements evidencing such options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise). Part 2.3(b)(ii) of the Disclosure Schedule sets forth a report generated by the Company’s internal systems as of the Measurement Date, which includes each share of Company Restricted Stock outstanding as of the Measurement Date, and is an accurate and complete report that includes the following information: (I1) the particular Company Equity Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Restricted Stock held by such holder; (4) the date on which such Company Restricted Stock was issued; and (5) the extent to which such Company Restricted Stock is vested as of the date of this Agreement. Part 2.3(b)(iii) of the Disclosure Schedule sets forth a report generated by the Company’s internal systems as of the Measurement Date, which includes each Company Option PlanRSU outstanding as of the Measurement Date, and is an accurate and complete report that includes the following information: (v) an identifying grant number; (IIw) each the number of shares of Company Common Stock covered under such outstanding Company RSU held by such holder; (x) the date on which such Company RSU was granted; and (y) the applicable vesting schedule, and the extent to which such Company RSU is vested. (c) Other than as set forth in Sections 2.3(a) and 2.3(b), there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) stockholder rights plan pursuant (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) none of the Acquired Corporations has ever committed itself or made any agreements with any Acquired Corporation Service Provider for any future grant of capital stock or other equity securities of any Acquired Corporation. (d) All outstanding shares of Company Common Stock, Company Options, Company RSUs and other equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock awards to of each of the extent that Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights, and are owned beneficially and of record by the Company, free and clear of any stock awards remain outstanding thereunder; (III) each stock planEncumbrances.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 50,000,000 shares of Company Common Stock, of which 52,368,714 23,831,517 shares have been issued and were outstandingare outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were are outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a2.3(a)(i) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007Schedule: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of the date of this Agreement: (i) 500,000 shares of Company Preferred Stock, except designated Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the Company’s right Rights issued pursuant to repurchase or reacquire restricted the Rights Agreement, dated September 30, 1998, by and between the Company and ChaseMellon Shareholder Services, as Rights Agent (the "Company Rights Agreement"); (ii) 2,359,739 shares of Company Common Stock held are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1998 Equity Incentive Plan; (iii) 2,566,959 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1988 Stock Option Plan; (iv) 49,903 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Dr. Design 1991 Stock Option Plan; (v) 225,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Directors Stock Option Plan; and (vi) 840,209 shares of Company Common Stock (the "ESPP Shares") are reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). (Stock options granted by an employee of the Company upon termination of such employee’s employmentpursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options. (c") Part 2.3(c2.3(b)(i) of the Company Disclosure Schedule accurately sets forth the following information (which is accurate in all material respects) with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the date of this Agreement: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicableschedules, and the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; and (Hvii) if applicable, the date on which the such Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available delivered or made available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other of all stock plan option plans pursuant to which any of the Acquired Corporations Company has ever granted stock awards options, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, as of the date of this Agreement there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the extent effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of the Company. (d) All outstanding thereunder; shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) each all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock planof the corporations identified in Part 2.1(a)(ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (f) The Company has taken all necessary action to terminate the Company's 1990 Employee Stock Purchase Plan (the "1990 ESPP"), and the 1990 ESPP has been terminated and is no longer in effect.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 20,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 1,000,000 shares of Company Preferred Stock. As of September 18, 2001, 8,932,169 shares of which no shares Company Common Stock have been issued or were and are outstanding and no shares of the Company Preferred Stock have been issued and are outstanding. The Company holds 100,000 has designated up to 17,500 shares of Company Preferred Stock for issuance under its capital stock in its treasury as of the date of this Rights Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option PlansCompany's Subsidiaries. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) . There is no Contract to which the Company is a party and, to the Company's knowledge, except for the Voting Agreement, there is no Company Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of September 18, except for the Company’s right to repurchase or reacquire restricted 2001: (i) 1,750,000 shares of Company Common Stock held are reserved for issuance pursuant to stock options (the "Employee Options") under the BTG, Inc. 1995 Employee Stock Option Plan, as amended (the "Employee Option Plan"), 1,564,109 of which have been granted and are outstanding; (ii) 100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options (the "Director Options") under the BTG, Inc. Second Amended and Restated Directors Stock Option Plan (the "Director Option Plan"), of which options to acquire 97,000 shares of Company Common Stock are outstanding; (iii) 229,376 shares of Company Common Stock remain available for purchase pursuant to the Amended and Restated Employee Stock Purchase Plan of BTG, Inc. dated August 14, 1996 (the "Company ESPP"); (iv) 36,438 shares of Company Common Stock remain available for purchase pursuant to the 1997 Non-Employee Director Stock Purchase Plan (the "Director ESPP"); and (v) 32,073 shares of Company Common Stock remain available for purchase under the BTG, Inc. Annual Leave Stock Plan (the "Leave ESPP", and together with the Company ESPP and the Director ESPP, the "ESPP Plans"). (Stock options granted by an employee the Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Company upon termination of such employee’s employmentStock Option Plans, are referred to collectively herein as "Company Options". (c) Part 2.3(cSchedule 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10September 18, 20072001: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisable; (H) if applicable, exercisable as of the date on which the Company Option of this Agreement; and Company RSA expires; (Ivii) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting schedule of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventCompany Option. The Company has Made Available made available to Parent accurate and complete copies ofof all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. Between September 18, 2001 and the date of this Agreement, the Company has not (i) issued any subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or (ii) issued any capital stock of the Company other than pursuant to stock options outstanding as of September 18, 2001. (c) Except as set forth in Section 2.3(a) or Section 2.3(b) above, there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) each outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other stock securities of any of the Acquired Corporations; (iii) rights agreement, shareholder rights plan pursuant (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations has ever granted are or may become obligated to sell or otherwise issue any shares of its capital stock awards or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the extent effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of any of the Acquired Corporations (items (i) through (iv) above, collectively, "Company Stock Rights"). (d) All outstanding thereunder; shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of capital stock of each stock planof the Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 5,000,000 shares of Company Common Stock, $0.01 par value per share, of which 52,368,714 598,734 shares have been issued and were outstandingare outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, $.01 par value per share, of which no shares have been issued or were are outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007Schedule: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None , and (iv) none of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. (b) As of the Company’s right to repurchase or reacquire restricted date of this Agreement: (i) 80,704 shares of Company Common Stock held are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock or existing contractual obligations to issues shares of Company Common Stock; and (ii) 24,200 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Stock Option Plan. (Stock options granted by an employee of the Company upon termination of such employee’s employmentpursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options. (c") Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option or contractual obligation outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the date of this Agreement: (Ai) the particular Company Option Plan plan (if any) or agreement pursuant to which such award Company Option or contractual obligation was grantedgranted or incurred; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option or contractual obligation; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was grantedgranted or contractual obligation incurred; (Fvi) the applicable vesting schedule; (G) if applicableschedules, and the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; and (Hvii) if applicable, the date on which the such Company Option and Company RSA or contractual obligation expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any consummation of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventthis Merger. The Company has Made Available delivered to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other of all stock plan option plans pursuant to which the Company has granted any outstanding stock options, and the forms of all stock option or other agreements evidencing such options or contractual obligation. (c) Except as set forth in Part 2.3(b) of the Acquired Corporations has ever granted Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock awards or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the extent best of the knowledge of the Company, valid claim or condition or circumstance that is likely to give rise to a valid claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of the Company. (d) All outstanding thereunder; shares of Company Common Stock and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) each all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock planof the corporations identified in Part 2.1(a)(ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances other than restrictions arising under the Securities Act.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 of 100,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 shares of Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of May 11, 2004, 44,264,101 shares of which no shares Company Common Stock have been issued or were are outstanding and no shares of the Company Preferred Stock have been issued or are outstanding. The Company holds 100,000 No shares of its capital stock Company Common Stock are held in its the Company’s treasury as or held by any of the date of this AgreementCompany’s Subsidiaries. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C. Except as set forth in Schedule 2.3(a) of the Company Disclosure Letter, there is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to)of, any shares of Company Common StockStock other than the Company Voting Agreements and the Lock-Up Agreements. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of May 11, except for the Company’s right to repurchase or reacquire restricted 2004, 6,000,000 shares of Company Common Stock held are reserved for issuance pursuant to stock options under the Company’s 1998 Stock Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the “Company Stock Option Plan”), of which options to acquire 9,230,917 shares of Company Common Stock are outstanding. Stock options granted by an employee the Company pursuant to the Company Stock Option Plan, as well as any stock options granted by the Company outside of the Company upon termination of such employee’s employmentStock Option Plan, are referred to collectively herein as “Company Options. (c) Part 2.3(c” Schedule 2.3(b) of the Company Disclosure Schedule accurately Letter sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10May 11, 20072004: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase number of such shares that have been exercised; (iv) the current exercise price of the such Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; (Hvii) if applicable, the vesting schedule of such Company Option including the anticipated acceleration of vesting of Company Options as described in Section 2.3(b) and Schedule 2.3(b) of the Company Disclosure Letter; (viii) the expiration date on of the Company Option; and (ix) the period of time following termination of employment during which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to may be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventexercised if not expired. The Company has Made Available delivered or made available to Parent accurate and complete copies ofof all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. Effective as of the Effective Time, all Company Options outstanding as of the date hereof and as of immediately prior to the Effective Time shall become exercisable and vested with respect to 100% of the shares underlying such Company Options, as described in Schedule 2.3(b) of the Company Disclosure Letter. Except as set forth in Schedule 2.3(b) of the Company Disclosure Letter, none of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Schedule 2.3(c) of the Company Disclosure Letter sets forth the following information with respect to each warrant of the Company outstanding as of May 11, 2004 (each, a “Company Warrant”): (i) the aggregate number of warrants outstanding; (ii) the expiration date; and (iii) the exercise price. The terms of each Company Warrant do not prohibit the assumption of the Company Warrants as provided in Section 5.4(d). (d) Except as set forth in Section 2.3(a), Section 2.3(b) or Section 2.3(c) above or on Schedule 2.3(d) of the Company Disclosure Letter, there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) rights agreement, shareholder rights plan or similar plan commonly referred to as a “poison pill”; or (iv) Contract under which any of the Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (“Company Rights Agreements”) (items (i) through (iv) above, collectively, “Company Stock Rights”). (e) All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Common Stock, granting of Company Options and/or the issuance of shares of capital stock plan pursuant of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by the Company, free and clear of any Encumbrances. Schedule 2.3(e) of the Company Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the Acquired Corporations has ever granted stock awards to any ownership interest and the extent that any stock awards remain outstanding thereunder; (III) each stock planamount of such interest.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 50,000,000 shares of Company Common Stock, of which 52,368,714 13,510,416 shares have been were issued and were outstandingare outstanding as of January 24, 2000; and (ii) 5,000,000 shares of Company Preferred Stock, $0.10 par value per share, of which no shares have been issued or were are outstanding. The Company holds 100,000 does not hold any shares of its capital stock in its treasury as of the date of this Agreementtreasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of There are no shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each held by any of the Company Option Plansother Acquired Corporations. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none right granted by the Company. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there . There is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. (b) As of the Company’s right to repurchase or reacquire restricted date of this Agreement: (i) 1,717,387 shares of Company Common Stock held by are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Stock Option Plan; (ii) 96,917 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Director Stock Option Plan; (iii) 299,682 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1994 Employee Stock Option Plan; (iv) 241,667 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1997 Key Man Stock Option Plan and Agreement; (v) 75,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Key Man Stock Option Plan and Agreement; (vi) 666,667 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1998 Employee Stock Purchase Plan (the "ESPP"); and (vii) 66,667 shares of Company Common Stock are subject to issuance pursuant to a warrant issued to Finpiave, S.p.A. at an employee exercise price of $0.01 per share (the "Finpiave Warrant") and 763 shares of 6% Convertible Preferred Stock of the Company upon termination (the "Series D") are subject to issuance pursuant to three warrants issued to certain principals of such employee’s employment▇▇▇▇▇▇▇▇ Capital Corporation or their immediate family members at an exercise price of $1,000 per share (the "Series D Warrants"). (Stock options granted by the Company (whether pursuant to the Company's stock option plans or otherwise) are referred to in this Agreement as "Company Options. (c") Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10, 2007the date of this Agreement: (Ai) the particular Company Option Plan plan (if any) pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such awardCompany Option; (Div) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; and (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisable; (H) if applicable, exercisable as of the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventthis Agreement. The Company has Made Available delivered or made available (at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) to Parent accurate and complete copies ofof all stock option plans pursuant to which the Company has outstanding stock options, and the forms of all stock option agreements evidencing such outstanding options. The Company has delivered to Parent accurate and complete copies of the Company Warrants. (c) Except as set forth in Section 2.3(b), there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) each outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other stock securities of any of the Acquired Corporations; (iii) stockholder rights plan pursuant (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations has ever granted is or may become obligated to sell or otherwise issue any shares of its capital stock awards or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the extent effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of any of the Acquired Corporations. (d) All outstanding thereunder; shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each stock planof the Company's Subsidiaries (other than nominee shares of certain foreign Subsidiaries of the Company held on behalf of the Company) have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) As of August 10, 2007the date of this Agreement, the authorized capital stock of the Company consists of: (i) 200,000,000 15,000,000 shares of Company Common Stock, of which 52,368,714 29,000 shares have been issued and were are outstanding; and (ii) 5,000,000 10,000,000 shares of Company preferred stock (par value $0.001 per share), all of which have been designated "Series A Preferred Stock, ," of which no 10,000,000 shares have been issued or were outstanding. The Company holds 100,000 shares of its capital stock in its treasury and are outstanding as of the date of this Agreement. Each outstanding share of preferred stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are no shares of Company Capital Stock held by any of the other Acquired Corporations. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, provides an accurate and Company PSAs outstanding as of August 10, 2007 under each complete description of the Company Option Plans. As terms of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under each repurchase option which is held by the Company Option Plans. (band to which any of such shares is subject. Except as set forth in Part 2.3(a) (A) None of the outstanding shares of 11. Company Common Stock is entitled or subject to any preemptive rightDisclosure Schedule, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted Capital Stock. (b) The Company has reserved 1,775,000 shares of Company Common Stock held by an employee for issuance under the Stock Plan, of which options to purchase 1,405,900 shares are outstanding as of the Company upon termination date of such employee’s employment. (c) this Agreement. Part 2.3(c2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option, Company RSA and Company PSA as of August 10, 2007: ; (Aii) the particular total number of shares of Company Common Stock that are subject to such Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) and the number of shares of Company Common Stock subject with respect to which such awardCompany Option is immediately exercisable; (D) the exercise price of the Company Option and the purchase price of the Company RSA and, if applicable, the Company PSA; (Eiii) the date on which such award Company Option was grantedgranted and the term of such Company Option; (Fiv) the applicable vesting scheduleschedule for such Company Option; (Gv) if applicable, the extent to which the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be has been designated an “"incentive stock option” (" as defined in Section 422 of the Code. (c) Except as set forth in Part 2.3(b) or a non-qualified stock option and (JPart 2.3(c) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the other Contemplated TransactionsAcquired Corporations; (ii) outstanding security, alone instrument or in combination with obligation that is or may become convertible into or exchangeable for any termination shares of employment the capital stock or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plansecurities of any of the Acquired Corporations; (IIiii) each other stock plan pursuant to Contract under which any of the Acquired Corporations has ever granted is or may become obligated to sell or otherwise issue any shares of its capital stock awards or any other securities; or (iv) to the extent Knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock awards remain or other securities of the Acquired Corporations. (d) All outstanding thereunder; shares of Company Common Stock and Company Series A Preferred Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (IIIi) each all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock planor other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) Except as set forth in Part 2.3(f) of the Company Disclosure Schedule, all of the outstanding shares of capital stock or other ownership interests of the Entities identified in Part 2.1(a) of the Company Disclosure Schedule that have been issued to the Company have

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 of 150,000,000 shares of Company Common Stock, of which 52,368,714 shares have been issued Stock and were outstanding; and (ii) 5,000,000 2,000,000 shares of Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of November 24, 2006, 43,248,964 shares of which no shares Company Common Stock have been issued or were are outstanding and no shares of the Company Preferred Stock have been issued or are outstanding. The Company holds 100,000 No shares of its capital stock Company Common Stock are held in its the Company's treasury as or are held by any of the date of this AgreementCompany's Subsidiaries. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (C) . There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Company Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to)of, any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of November 24, except for the Company’s right to repurchase or reacquire restricted 2006, 5,876,746 shares of Company Common Stock held are reserved for issuance pursuant to stock options under the Company's 2005 Stock and Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "2005 Incentive Plan"), of which options to acquire 2,233,384 shares of Company Common Stock are outstanding, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 2000 Director's Stock Option Plan (as amended and together with all stock agreements evidencing grants thereunder, the "2000 Director's Plan"), of which options to acquire 567,670 shares of Company Common Stock are outstanding, 2,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 2000 Stock Plan (as amended and together will all stock agreements evidencing grants thereunder, the "2000 Stock Plan"), of which options to acquire 2,595,155 shares of Company Common Stock are outstanding, 2,318,025 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 1998 Incentive Stock Plan (as amended and together will all stock agreements evidencing grants thereunder the "1998 Stock Plan"), of which options to acquire 2,318,025 shares of Company Common Stock are outstanding, 46,261 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 1994 Incentive Stock Plan (as amended and together will all stock agreements evidencing grants thereunder the "1994 Stock Plan"), of which options to acquire 46,261 shares of Company Common Stock are outstanding, and 167,167 shares of Company Common Stock are available for issuance pursuant to the Company's 2000 Employee Stock Purchase Plan (as amended and together with all stock agreements evidencing grants thereunder the "Company ESPP"), of which 167,167 shares of Company Common Stock remain available for issuance thereunder. Stock options granted by an employee the Company pursuant to the 2005 Incentive Plan, the 2000 Director's Plan, the 2000 Stock Plan, the 1998 Stock Plan and the 1994 Stock Plan (together, the "Company Stock Option Plans"), as well as any stock options granted by the Company outside of the Company upon termination of such employee’s employmentStock Option Plans (but excluding the Company ESPP), are referred to collectively herein as "Company Options. (c) Part 2.3(c" Schedule 2.3(b) of the Company Disclosure Schedule accurately Letter sets forth the following information with respect to each Company Option outstanding Company Option, Company RSA and Company PSA as of August 10November 24, 20072006: (Ai) the particular Company Option Plan (if any) plan pursuant to which such award Company Option was granted; (Bii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Ciii) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase number of such shares that have been exercised; (iv) the current exercise price of the such Company RSA and, if applicable, the Company PSAOption; (Ev) the date on which such award Company Option was granted; (Fvi) the applicable vesting schedule; (G) if applicable, the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; (Hvii) if applicable, the vesting schedule of such Company Option including the anticipated acceleration of vesting of Company Options as described in this Section 2.3(b) and Schedule 2.3(b) of the Company Disclosure Letter; (viii) the expiration date on of the Company Option; and (ix) the period of time following termination of employment during which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to may be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other eventexercised if not expired. The Company has Made Available delivered or made available to Parent accurate and complete copies ofof the Company ESPP, all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. Effective as of the Effective Time and as described in Schedule 2.3(b) of the Company Disclosure Letter, only those Company Options outstanding as of the date hereof and as of immediately prior to the Effective Time, which are to become exercisable and vested pursuant to their terms or the agreements of the Company in effect prior to the date hereof, shall become exercisable and vested with respect to the shares underlying such Company Options without any action by the Board or any committee thereof. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Company Options have been granted since November 24, 2006. None of the Company Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Company Options were validly made and properly approved by the board of directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Company Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to such grants. (c) Schedule 2.3(c) of the Company Disclosure Letter sets forth the following information with respect to each warrant of the Company outstanding as of November 24, 2006 (each, a "Company Warrant"): (i) the aggregate number of warrants outstanding; (ii) the expiration date; and (iii) the exercise price. The terms of each Company Warrant do not prohibit the assumption of the Company Warrants as provided in Section 5.4(d). (d) Except as set forth in Section 2.3(a), Section 2.3(b) or Section 2.3(c) above or on Schedule 2.3(d) of the Company Disclosure Letter, and other than the Company Rights Agreement and the rights thereunder, there is no: (Ii) each Company Option Planoutstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (IIii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities ("Company Rights Agreements") (items (i) through (iv) above, collectively, "Company Stock Rights"). (e) All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Common Stock, granting of Company Options and/or the issuance of shares of capital stock plan pursuant of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by the Company, free and clear of any Encumbrances. Schedule 2.3(e) of the Company Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the Acquired Corporations has ever granted stock awards to any ownership interest and the extent that any stock awards remain outstanding thereunder; (III) each stock planamount of such interest.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 30,000,000 shares of Company Common Stock, $.001 par value per share, of which 52,368,714 5,788,642 shares have been issued and were outstandingare outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no 1,428,572 shares have been issued or were and are outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Part Except as set forth in Schedule 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007Schedule: (Ai) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (Bii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (Ciii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Preferred Stock. The Company is the sole owner of each outstanding share of capital stock and/or other securities, except for equity interests in each Company Subsidiary. The exercise prices of all of the Company’s right to repurchase or reacquire restricted Company Warrants exceed the Signing Date Closing Price. (b) As of the date of this Agreement: 1,191,489 shares of Company Common Stock held are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock. (Stock options granted by an employee the Company pursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options."). The Company has made available to Parent (a) accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such options and (b) a list detailing (i) each Company Option outstanding as of the Company upon termination date of such employee’s employment. this Agreement; (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (Aii) the particular Company Option Plan plan (if any) pursuant to which such award Company Option was granted; (Biii) an employee number representing the award holder and, for those award holders whose principal work location is outside name of the United States, the country in which the award holder worksoptionee; (Civ) the number of shares of Company Common Stock subject to such awardCompany Option; (Dv) the exercise price of the such Company Option and the purchase price of the Company RSA and, if applicable, the Company PSAOption; (Evi) the date on which such award Company Option was granted; (Fvii) the applicable vesting schedule; (G) if applicableschedules, and the extent to which the such Company Option is vested and exercisableexercisable as of the date of this Agreement; and (Hvii) if applicable, the date on which such Company Option expires. As of the date of this Agreement, 585,818 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "ESPP"). (c) Except as set forth in Schedule 2.3(c) of the Company Option and Disclosure Schedule, there is no: (i) outstanding subscription, option (other than Company RSA expiresOptions described under Section 2.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any Company Subsidiary; (Iii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the type capital stock or other securities of award, including whether the Company or any Company Subsidiary; (iii) stockholder rights plan (or similar plan commonly referred to as a Company Option is intended to be an “incentive stock option” (as defined in the Code"poison pill") or Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a non-qualified basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock option or other securities of the Company or any Company Subsidiary. (d) All outstanding shares of Company Common Stock and all outstanding shares of Company Preferred Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (Jii) whether the vesting of such award would be accelerated, all requirements set forth in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations has ever granted stock awards to the extent that any stock awards remain outstanding thereunder; (III) each stock planapplicable Contracts.

Capitalization, Etc. (a) As of August 10, 2007, the The authorized capital stock of the Company consists of: (i) 200,000,000 85,000,000 shares of Company Common Stock, of which 52,368,714 64,365,888 shares have been were issued and were outstandingare outstanding as of March 9, 2009; and (ii) 5,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no shares have been issued or were are outstanding. The Company holds 100,000 does not hold any shares of its capital stock in its treasury as of the date of this Agreementtreasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights. Part 2.3(aExcept as described in clauses (b), (c) or (d) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock that are subject to issuance pursuant to Company Optionsthis Section 3.3, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company Option Plans. As of August 10, 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (A) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock. (b) As of the close of business on March 9, except for the Company’s right to repurchase or reacquire restricted 2009: (i) 8,599,276 shares of Company Common Stock held by an employee are subject to issuance pursuant to Company Options; (ii) 1,511,021 shares of Company Common Stock are subject to issuance pursuant to Company RSUs, and from March 9, 2009 through the date hereof, no more than 240,000 additional Company RSUs have been granted or authorized for grant; (iii) no shares of Company Common Stock are subject to issuance pursuant to Company SARs; (iv) 400,000 shares of Company Common Stock are subject to issuance pursuant to Company Warrants; (v) 203,414 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”); and (vi) 5,000,000 shares of Company Preferred Stock are reserved for future issuance upon exercise of the Company upon termination of such employee’s employmentRights. (c) Part 2.3(c) As of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Optiondate of this Agreement, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of 12,196,442 shares of Company Common Stock are subject to such awardissuance pursuant to conversion rights associated with the Convertible Debt Securities of which: (i) 835,015 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the Company’s 2% Senior Subordinated Convertible Debentures due 2023; (Dii) 5,824,395 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the exercise price Company’s 2.75% Senior Subordinated Convertible Notes due 2012; and (iii) 5,537,032 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the Company’s 3.25% Senior Subordinated Convertible Notes due 2013. (d) Except for the Company Option and the purchase price of the Company RSA and, if applicableEquity Awards (described in Section 3.13(a)), the Company PSA; Warrants and the Convertible Debt Securities (Edescribed in Sections 3.3(b) the date on which such award was granted; (Fand 3.3(c)) the applicable vesting schedule; (G) if applicable, the extent to which and the Company Option is vested Rights and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; Rights Agreement, there is no: (Ii) the type of awardoutstanding subscription, including option, call, warrant or right (whether a Company Option is intended or not currently exercisable) to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result acquire any shares of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment capital stock or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which securities of any of the Acquired Corporations has ever granted or (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock awards to or other securities of any of the extent that any Acquired Corporations. (e) All of the outstanding shares of capital stock awards remain outstanding thereunder; (III) each stock planof the Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights.