Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company consists of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 40,000,000 Common Shares, 71,043,181 of which were issued Shares and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 5,000,000 shares of series A preferred sharesPreferred Stock, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value $.01 per share (“Unclassified the "Preferred Shares” andStock"), together with the of which 100,000 shares are designated Series A Junior Participating Preferred Shares and Stock, par value $.01 per share (the Series B "Junior Preferred Shares, the “Company Preferred Shares”Stock"), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization DateJune 27, 1997, 7,492,935 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement, and 438,920 Common Shares were held in treasury. The Company has no shares of Preferred Stock issued and outstanding. The Company has no shares reserved for issuance, except that, as of June 27, 1997, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 865,392 Common Shares reserved for future issuance pursuant to outstanding Options and rights granted under the Stock Plans and 100,000 shares of Series A Junior Participating Preferred Stock reserved for issuance upon exercise of the Rights. Section 4.02 of the disclosure schedule delivered to Parent by the Company Share Plansprior to the date hereof (the "Company Disclosure Schedule") sets forth the holders of all outstanding Options and the number, exercise prices, vesting schedules and expiration dates of each grant to such holders. Since the close of business on the Capitalization DateJanuary 1, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter1997, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted issued any Company shares of capital stock except pursuant to the exercise of Options outstanding as of such date; provided, however, that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase not more than 10,000 Common Shares under the Company ESPP was made in accordance withare reserved for issuance as of June 30, 1997 pursuant to the extent applicable, exercise of options (Athe "Purchase Plan Options") granted prior to the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations date of this Agreement pursuant to the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Company's 1994 Employee Stock Purchase Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Common Shares have been are, and all Common Shares which may be issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards Options will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable and are not subject to, non-assessable and free of nor were they issued in violation of, any preemptive rights. The There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company has made available to Parent correct or any of its subsidiaries issued and complete copies of each Company Share Plan outstanding. Except as set forth in this Section 4.02, and except for the Contingent Rights and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPRights, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character to which the Company or any of its subsidiaries is a party or by which any of them is bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, of capital stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.or

Capitalization; Subsidiaries. (a) As of the close of business on May 6June 5, 2022 2024 (the “Capitalization Date”), the authorized capital stock of the Company was authorized to issue a maximum consisted of (i) 200,000,000 Common 750,000,000 Shares, 71,043,181 272,445,340 of which were issued and outstanding and none of which were held by the Company as treasury shares, stock and (ii) 3,992 25,000,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares stock of the Company, no par value $0.01 per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred SharesStock”), no shares of which were issued and outstanding. As of the close of business on the Capitalization Date, there were outstanding warrants to purchase 24,830,500 Shares, consisting of (A) outstanding warrants to purchase 23,809,424 Shares at an exercise price of $0.42 per Share (the “2023 Warrants”), each governed by the terms of those certain warrant agreements between the Company and holders of the 2023 Warrants (the “2023 Warrant Agreements”), (B) outstanding warrants to purchase 7,693 Shares at an exercise price of $13.00 per Share (the “Vendor Warrants”), and (C) outstanding warrants to purchase 1,013,383 Shares at an exercise price of $0.68 per Share (the “Series D Common Stock Warrants,” and, together with the 2023 Warrants and the Vendor Warrants, the “Company Warrants”), each governed by the terms of those certain warrant agreements between the Company and holders of Series D Common Stock Warrants (the “Series D Common Stock Warrant Agreements”). There are no other classes of shares capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A1) outstanding Company Options to purchase 8,379,746 Common 15,886,489 Shares, (B2) 2,032,586 14,144,316 outstanding Company RSUs, including 40,000 (3) 6,477,897 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a at maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) performance and (D4) 1,711,774 Common 3,387,782 Shares reserved for future issuance under the Company Share PlansIncentive Plan. Since the close of business on the Capitalization Date, Date and except as disclosed on in Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares Stock or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Incentive Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Incentive Plan Awards and disclosed on in Section 3.2(a) of the Company Disclosure Letter. Since the Capitalization Date through the date hereof, the Company has not issued any securities, including any options, equity or equity-based compensation, restricted stock, restricted stock units, performance stock units, warrants, convertible securities or other rights of any kind to acquire any of such securities. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Incentive Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Stock Plan and the forms of stock option, restricted stock option and restricted stock unit agreements evidencing the Company Share Incentive Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock option or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (c) Section 3.2(c) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Incentive Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the applicable vesting or exercisability schedule, (vi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vii) the Company Stock Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board of Directors (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No Company Option has been granted with a per share exercise price less than the fair market value of a Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Incentive Plan Award was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE American, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Incentive Plan Awards and described in Section 2.4, as of the Effective Time, will be binding on the holders of Company Incentive Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. No Company Subsidiary owns any securities of the Company. (d) As of the date of this Agreement, other than the Company Share Incentive Plan Awards and rights to purchase Common Shares under the Company ESPPWarrants, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any RemainCo Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Company Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Company Subsidiary (including shareholder stockholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Company Subsidiary. The Company has no “rights plan,” “rights agreement,” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on in Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)except for the Liens under the Secured Promissory Note, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each . Except as set forth in Section 3.2(e) of the Company Subsidiaries are in full force and effect. Other Disclosure Letter, other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized share capital (maatschappelijk kapitaal) of Parent consists of 430,503,000 Parent Ordinary Shares and 645,754,500 Parent Preferred Shares. As of the close of business on May 6February 26, 2022 2015, there were issued (the “Capitalization Date”), the Company was authorized to issue a maximum of geplaatst) (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were 251,751,500 Parent Ordinary Shares (with 18,493,961 Parent Ordinary Shares held by the Company as treasury sharesParent in treasury), (ii) 3,992 shares of series A preferred shares, no par value (“Series A zero Parent Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares Parent Options to purchase an aggregate of series B preferred shares, no par value 10,422,806 Parent Ordinary Shares (“Series B Preferred Shares”of which options to purchase an aggregate of 5,492.909 Parent Ordinary Shares were exercisable), 1,697 of which were issued and outstanding, and (iv) 9,992,016 3,447,591 Parent restricted stock units and (v) 3,045,034 Parent performance stock units and (vi) warrants for Parent Ordinary Shares exercisable for approximately 1.9 million Parent Ordinary Shares. From the close of business on February 26, 2015 until the date of this Agreement, no Parent Ordinary Shares or Parent Preferred Shares have been issued or granted except as expressly permitted by Section 6.1(d) and for Parent Ordinary Shares issued pursuant to the exercise of Parent Options, warrants for Parent Ordinary Shares or the vesting of any restricted or performance stock units of Parent, in each case outstanding on February 26, 2015, and in accordance with their terms. All of the issued shares of unclassified preferred Parent’s share capital are duly authorized, validly issued (uitgegeven) and fully paid (volgestort). All of the rights granted and not yet exercised to subscribe for shares of Parent’s share capital are duly authorized and free of preemptive rights. As of the Companydate hereof, other than pursuant to any equity plans or employee share purchase plans of Parent, there are no par existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, depositary receipts in respect of shares (certificaten van aandelen), agreements or commitments of any character obligating Parent or any of its Subsidiaries to issue, transfer or sell any share capital or other equity interest (or securities convertible or exchangeable into such share capital or equity interest) in, Parent or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred of Parent Ordinary Shares, (iii) contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital or other equity interests of Parent or any of its Subsidiaries or (iv) voting trusts or similar agreements to which Parent is a party with respect to the “Company Preferred Shares”), no shares voting of which were issued and outstandingthe share capital or equity interests of Parent. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness indebtedness of Parent or securities any of the Company its Subsidiaries having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which holders shareholders of any class Parent may vote. All warrants for Parent Ordinary Shares and Parent restricted stock units and Parent performance stock units were validly issued and properly approved by the board of shares directors of the Company may vote authorized, issued Parent (or outstanding. As of the close of business on the Capitalization Date, there were (Aa committee thereof) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting equity plans or settlement, as applicable, employee share purchase plans of any Company Share Plan Awards outstanding as of Parent including the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure LetterNasdaq Rules. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant share capital or equivalent equity interests of each of Parent’s Subsidiaries are validly issued, fully paid (to an effective registration statement filed in accordance with the federal securities Laws extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or an appropriate exemption therefromindirectly, by Parent free and clear of all material Liens, pledges, security interests or other encumbrances. (c) All No Subsidiary of the issued and Parent has or is bound by any outstanding Shares have beensubscriptions, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments agreements of any kind obligating the Company or any Company Subsidiary character calling for it to issue, transfer, register deliver or sell, or cause to be issued, transferred, registered delivered or sold, sold any shares of, or other of its equity securities of, the Company or any RemainCo Subsidiary or securities convertible into or into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such shares or other securities, equity security or obligating the Company or any RemainCo such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, similar agreements, arrangements except, in each case, to or commitments, (ii) with Parent or any other Subsidiary of Parent. There are no outstanding contractual obligations of the Company or any RemainCo Subsidiary of Parent to repurchase, redeem or otherwise acquire any securities of the Company its share capital or other equity interests. (d) Neither Parent nor any RemainCo Subsidiary, of its Subsidiaries owns any interest or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, investment (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized whether equity or equity-based compensation awardsdebt) in any corporation, including any equity appreciation rightspartnership, security-based performance unitsjoint venture, “phantom” stock, profit-participation trust or other security rights issued by the Company entity, other than a Subsidiary of Parent, which interest or any RemainCo Subsidiaryinvestment is material to Parent and its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effecttaken as a whole. (e) Each Company Subsidiary existing on the date Neither Parent nor any of this Agreement its Subsidiaries has agreed or is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recordobligated to, directly or indirectly, all of the issued and outstanding company, partnership, corporate make any future investment in or similar (as applicable) ownership, voting capital contribution or similar securities or interests in each such Subsidiary, free and clear of all Liens advance to any Person (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personwholly-owned Subsidiaries of Parent). (f) All dividends Neither Parent nor any of its Subsidiaries is a party to, or distributions on has any securities of the Company commitment to become a party to, any joint venture, off-balance sheet partnership or any Company Subsidiary that have been declared similar Contract (including any Contract relating to any transaction or authorized have been paid relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in fullItem 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving Parent or any of its Subsidiaries in the Parent’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company consists of business on May 6105,000,000 shares, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum consisting of (i) 200,000,000 Common Shares5,000,000 shares of preferred stock, 71,043,181 of which were issued par value $0.001 per share ("PREFERRED STOCK"), and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 100,000,000 shares of series A preferred sharesCompany Common Stock. As of September 30, no par value 2000, (“Series A Preferred Shares”), 1,715 i) 18,462,290 shares of which Company Common Stock were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) 3,992 no shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of Company Common Stock which are restricted stock issued pursuant to the ESPP were issued and outstanding, and (iv) 9,992,016 an aggregate of 8,024,872 shares, of Company Common Stock were reserved and available for issuance in connection with the exercise of stock options issuable pursuant to the Stock Plans (other than the ESPP); (v) an aggregate of 125,000 shares of unclassified Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of purchase rights under the ESPP; and (vi) an aggregate of 5,369,591 shares of Company Common Stock are issuable upon or otherwise deliverable in connection with the exercise of all outstanding Company Stock Rights issued pursuant to the Stock Plans or otherwise identified on Section 2.3(a) of the Company Disclosure Schedule. All of the shares of Company Common Stock that may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive (or similar) rights. No shares of preferred shares stock of the Company are outstanding or held in the treasury of the Company. Except as set forth above or in Section 2.3(a) of the Company Disclosure Schedule, no par value per share there are outstanding (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), A) no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes capital stock or other Indebtedness or voting securities of the Company having the right to vote (or convertible into or exercisable for securities including indebtedness having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common SharesCompany, (B) 2,032,586 outstanding no securities of the Company RSUs, convertible into or exchangeable for shares of capital stock or voting securities (including 40,000 outstanding Company PRSUs (assuming target performanceindebtedness having the right to vote) and 25,500 Company RSUs that have been deferred under of the Company’s 2022 deferral election agreements, (C) no options, warrants or other rights to purchase a maximum acquire from the Company, and no obligation of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding to issue, any capital stock, voting securities (determined based on including indebtedness having the fair market value of a Common Share on right to vote) or securities convertible into or exchangeable for capital stock or voting securities (including indebtedness having the first day right to vote) of the current offering period) Company and (D) 1,711,774 Common Shares reserved for future issuance under no equity equivalents, interests in the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) ownership or earnings of the Company Disclosure Letteror other similar rights (collectively, "COMPANY SECURITIES"). Except pursuant to the Stock Plans and the Company Securities issued thereunder, there has been are no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) obligations of the Company Disclosure Letter. (b) Section 3.2(b) or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities and there is no voting trust or other agreement or understanding to which the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, its subsidiaries is a party or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and is bound with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As voting of the date capital stock of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there of any of its subsidiaries. There are no (i) existing other options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the issued or unissued capital stock of the Company or any Company Subsidiary of its subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, which the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for of its subsidiaries is a party. (b) Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares or other securities, or obligating are owned by the Company or any RemainCo Subsidiary to grantanother wholly owned subsidiary of the Company and are owned free and clear of all security interests, extend or enter into such optionsliens, warrantsclaims, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiespledges, agreements, arrangements limitations in voting rights, licenses, charges or commitments, other encumbrances of any nature whatsoever (ii) "LIENS"). There are no outstanding contractual obligations of the Company or any RemainCo Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities shares of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments capital stock of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is boundsubsidiary or, except as set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e2.3(b) of the Company Disclosure Letter. The Company ownsSchedule, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personsuch subsidiary or any other entity. Section 2.3(b) of the Company Disclosure Schedule sets forth a complete and correct list of all of the subsidiaries of the Company and all other entities in which the Company owns, directly or indirectly, any equity interest. Such list sets forth the amount of capital stock or other equity interests owned by the Company, directly or indirectly, in such subsidiaries or other entities. (fc) All dividends or distributions on any securities The signatories to the Shareholder Voting Agreement hold at least 10% of the outstanding shares of Company or any Company Subsidiary that have been declared or authorized have been paid in fullCommon Stock (on a fully diluted basis).

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company consists of business on May 6100,000,000 shares, 2022 75,000,000 shares of which are designated as Common Stock, 1,000,000 shares of which are designated as Series A Convertible Preferred Stock, par value $10.00 per share (the “Capitalization DateSeries A Stock”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 600,000 shares of which were issued are designated as Series B Stock, and outstanding and none 17,000 shares of which were held by are designated as Series C Stock (the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” andC Stock, together with the Series A Preferred Shares and Stock, the Series B Preferred Shares, Stock and the Common Stock are collectively referred to herein as the “Company Preferred SharesCapital Stock”). As of the date of this Agreement, 49,527,274 shares of Common Stock were issued and outstanding, no shares of which Series A Stock were issued and outstanding, 360,000 shares of Series B Stock were issued and outstanding and no shares of Series C Stock were issued and outstanding. There Other than the foregoing, there are no other classes shares of a class or series of Capital Stock of the Company or any Subsidiary thereof authorized or outstanding. All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable, and are free of preemptive rights. All of the issued and outstanding shares of Capital Stock were issued in compliance with any preemptive rights and any other statutory or contractual rights of any shareholders of the Company and no bonds, debentures, notes or other Indebtedness or in compliance with all applicable securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstandingLaws. As of the close date hereof, 1,200,000 shares of business on Common Stock are reserved for issuance upon conversion of the Capitalization DateSeries B Stock, there were (A) 8,129,751 shares of Common Stock are reserved for issuance upon the exercise of outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares granted pursuant to the Company ESPP were Option Plans, 150,440 shares of Common Stock are reserved for issuance upon the exercise of outstanding (determined based on the fair market value of a Common Share on the first day Options granted outside of the current offering period) Option Plans, and (D) 1,711,774 8,239,999 shares of Common Shares Stock are reserved for future issuance under upon the Company Share Plansexercise of outstanding Warrants (including the ComVest Protective Warrant). Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a4.2(a) of the Company Disclosure LetterSchedule sets forth a correct, there has been no issuance or grant true and complete list of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets fortheach Person who, as of the close of business on the Capitalization DateMarch 2, each outstanding Company Share Plan Award and2007, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) held an Option under any of the holder thereofOption Plans or otherwise or a Warrant, (ii) indicating with respect to each Option and Warrant then outstanding, the number of Common Shares issuable thereundersubject to such Option or Warrant, (iii) the grant date and exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Dateor Warrant, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no of such stock option, restricted stock Option or restricted stock unit agreement contains terms that Warrant. The only security issuable upon exercise of outstanding Options or Warrants is Common Stock. There are not consistent with, or in addition to, such forms. (d) As as of the date of this Agreementhereof, other than and at the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPEffective Time there will not be, there are no (i) existing any subscriptions, outstanding or authorized options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreementscalls, arrangements rights (including preemptive rights), commitments or commitments any other agreements of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person character to which the Company or any Company Subsidiary of its Subsidiaries is bound a party, or by anything (A) restricting which it may be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of its capital stock or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the transfer right to subscribe for, any shares of its capital stock, or requiring it to give any Person the securities right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares of capital stock or any rights to participate in the equity or net income of the Company or any RemainCo Subsidiary of its Subsidiaries. Other than the Option and Support Agreements, there are no shareholders’ agreements, voting trusts or (B) affecting other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it is bound or, to the Knowledge of the Company, between or among shareholders, in each case with respect to the transfer or voting rights of securities any capital stock of the Company or any RemainCo Subsidiary of its Subsidiaries. (including b) To the Knowledge of the Company, the shareholder agreementsregister attached to this Agreement as Schedule A accurately records, voting trusts or similar agreementsin all material respects: (i) or the name and address of each Person owning shares of Capital Stock and (ivii) the certificate number of each certificate evidencing shares of Capital Stock issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. (c) Section 4.2(c) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. All outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation shares of capital stock or other security rights issued equity interests of the Company’s Subsidiaries are owned by the Company or any RemainCo Subsidiarya direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens (each term as defined in Section 9.1). (d) Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other agreementsentities in which the Company or any of its Subsidiaries owns, arrangements of record or commitments of beneficially, any character direct or indirect equity or other interest or any right (contingent or otherwise) to which acquire the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effectsame. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary)Subsidiaries, neither the Company nor any Company Subsidiary of its Subsidiaries is a member of (inor is any part of its business conducted through) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of partnership nor is the Company or any Company Subsidiary that have been declared of its Subsidiaries a participant in any joint venture or authorized have been paid in fullsimilar arrangement.

Capitalization; Subsidiaries. (a) As Section 4.3.1. The authorized capital stock of the close Company consists of business on May 640,000,000 shares of Company Common Stock and 500,000 shares of preferred stock, 2022 par value $.10 per share (the “Capitalization DateCompany Preferred Stock”). As of December 1, the Company was authorized to issue a maximum of 2006, there were (i) 200,000,000 15,062,941 shares of Company Common Shares, 71,043,181 of which were Stock (other than treasury shares) issued and outstanding and none of which were held by the Company as treasury sharesoutstanding, (ii) 3,992 19,100 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares Company Common Stock held in the treasury of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the 1,177,440 shares of Company Common Stock issuable upon exercise price or strike price (if any) relating theretoof outstanding Company Options, (iv) the grant date348,328 shares of Company Common Stock issuable upon vesting of outstanding Company Restricted Stock Awards, and (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment shares of Company Share Plan Awards as described in Preferred Stock issued and outstanding. Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards4.3.2. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All shares of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any capital stock of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, have been duly authorized and validly issued and are, or will be when issued, are fully paid, non-assessable paid and nonassessable and free of preemptive rightsrights and were not issued in violation in any material respect of any federal or state securities Laws. The Company has made available to Parent correct and complete copies Except as set forth in Section 4.3.1 or in Schedule 4.3.2 of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan AwardsDisclosure Schedule, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (di) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any Company Subsidiary to issueEquity Interests, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such Equity Interests, (ii) there are no outstanding contractual obligations of the Company affecting the voting rights of or requiring the repurchase, redemption or disposition of any Equity Interests in the Company, and (iii) since December 1, 2006, the Company has not issued any Equity Interests, or securities convertible into or exchangeable for Equity Interests, other than as would otherwise be permitted by this Agreement. Section 4.3.3. All of the outstanding shares of capital stock or other securitiesEquity Interests of each Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights and, except as set forth in Schedule 4.3.3 of the Company Disclosure Schedule, are held, directly or obligating indirectly, by the Company or any RemainCo another Company Subsidiary to grantfree and clear of all Liens. Except as set forth in Schedule 4.3.3 of the Company Disclosure Schedule, extend or enter into such (i) there are no options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations commitments of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person character to which the Company or any Company Subsidiary is bound a party or by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or bound obligating any Company Subsidiary of to issue or sell any Equity Interests, or securities of any other Company Subsidiary)convertible into or exchangeable for Equity Interests, neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities there are no outstanding contractual obligations of the Company or any Company Subsidiary that have been declared affecting the voting rights of or authorized have been paid requiring the repurchase, redemption or disposition of any Equity Interests in fullany Company Subsidiary, and (iii) since December 1, 2006, no Company Subsidiary has issued any Equity Interests, or securities convertible into or exchangeable for Equity Interests, other than as would otherwise be permitted by this Agreement.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the Company consists of 125,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”) of which 1 share of series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”), has been authorized and designated. At the close of business on May 6September 29, 2022 2014 (except with respect to clause (ii), which representation is made as of the date of this Agreement and as of the Expiration Date) (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 40,448,530 shares of Common Shares, 71,043,181 Stock were issued and outstanding; (ii) 1 share of which were Series A Preferred Stock was issued and outstanding and none no other shares of which Preferred Stock were issued and outstanding; (iii) no shares of Common Stock or Preferred Stock were held by the Company as treasury shares, in its treasury; (iiiv) 3,992 an aggregate of 6,180,576 shares of series A preferred sharesCommon Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans, no par value of which 4,186,840 shares of Common Stock were underlying outstanding and unexercised options to purchase shares of Common Stock (collectively, “Series A Preferred SharesCompany Options”), 1,715 of which were issued and outstanding, and (iii) 3,992 1,789,843 shares of series B preferred sharesCommon Stock were underlying outstanding and unvested restricted stock units (collectively, no par value (“Series B Preferred SharesRestricted Stock Units”), 1,697 and 203,893 shares of which Common Stock were issued and outstandingunderlying outstanding restricted stock awards (collectively, “Restricted Stock Awards”); and (ivv) 9,992,016 an aggregate of 1,932,483 shares of unclassified preferred shares Common Stock were reserved for issuance in respect of future awards under the Company’s 2011 Incentive Plan, no par value per share (“Unclassified Preferred Shares” andas amended. Except as set forth in the preceding sentence, together with at the Series A Preferred Shares and close of business on the Series B Preferred Shares, the “Company Preferred Shares”)Capitalization Date, no shares of which capital stock or other voting securities of or equity interests in the Company were issued and issued, reserved for issuance or outstanding. There are no other classes of From and after the Capitalization Date until and including the date hereof, the Company has not issued any shares of its capital stock (other than in respect of the valid exercise of Company Options or upon the valid settlement of Restricted Stock Units), has not granted any options, restricted stock, restricted stock units, stock appreciation rights, warrants or rights or entered into any other agreements to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock and has not split, combined or reclassified any of its shares of capital stock. All of the outstanding Shares and shares of Preferred Stock are, and all Shares and shares of Preferred Stock that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Other than as set forth on Section 4.02(a) of the Disclosure Letter, there are no bonds, debentures, notes or other Indebtedness or securities indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which holders of any class of shares of the Company Common Stock may vote authorized, issued or outstanding. As of (the close of business on the Capitalization Date, there were (A) outstanding “Voting Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure LetterDebt”). (b) Section 3.2(b4.02(b) of the Company Disclosure Letter sets forthcontains a true, correct and complete list, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, of (i) the name (of each holder of Company Options, Restricted Stock Units or employee identification number) and country of residence (if outside the U.S.) of the holder thereofRestricted Stock Awards, (ii) the number of Common Shares issuable thereunderCompany Stock Plan under which such Company Option, Restricted Stock Unit or Restricted Stock Award was granted, (iii) the exercise price or strike price (if any) relating theretonumber of outstanding Company Options, Restricted Stock Units and Restricted Stock Awards held by such holder, (iv) the grant datedate of each such Company Option, Restricted Stock Unit and Restricted Stock Award, (v) the amount vested (or exercisable) and outstanding number of Shares such holder is entitled to receive upon the exercise of each Company Option and the amount unvested (or not exercisable) and outstanding and corresponding exercise price, (vi) the expiration date of each Company Share Plan in accordance with which Option and (vii) the award was madevesting schedule of each such Company Option, Restricted Stock Unit and Restricted Stock Award. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share an exercise price no less than the fair market value of a Common Share on the applicable Company Option Grant Date, and underlying Shares as of the date of such grant. Except for the Company has not granted any Options, Restricted Stock Units and Restricted Stock Awards listed on Section 4.02(a) of the Disclosure Letter and for changes since the Capitalization Date resulting from (x) the exercise of Company Options that are subject to Section 409A outstanding on such date and (y) the vesting and settlement of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance withRestricted Stock Units and Restricted Stock Awards outstanding on such date, to the extent applicable, there are no outstanding (A) shares of capital stock, voting securities, other ownership interests or (other than as set forth on Section 4.02(a) of the applicable Disclosure Letter) other securities of the Company Share Plan or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company ESPPor any of its Subsidiaries, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions rights or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements agreements or commitments of any kind obligating requiring the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, obligations of the Company or any RemainCo Subsidiary of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for such shares capital stock or voting securities or other securities, or obligating ownership interests in) the Company or any RemainCo Subsidiary of its Subsidiaries (or, in each case, the economic equivalent thereof), (C) (other than as set forth on Section 4.02(a) of the Disclosure Letter) obligations of the Company or any of its Subsidiaries to grant, extend or enter into such optionsany subscription, warrantswarrant, callsright, preemptive rights, subscriptions convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or rightsother ownership interests in the Company or any of its Subsidiaries, or (D) restricted shares, stock appreciation rights, restricted performance shares or units, contingent value rights, “phantom” stock awardsor similar securities or rights issued by the Company or any of its Subsidiaries that are derivative of, restricted or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock unit awardsor voting securities of, convertible securitiesor other ownership interests in, agreements, arrangements or commitmentsthe Company (the items in clauses (A), (iiB), (C) and (D), together with the capital stock of the Company or any of its Subsidiaries, being referred to collectively as “Company Securities”). (c) Except pursuant to this Agreement, there are no outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries to repurchasepurchase, redeem or otherwise acquire any securities of the Company Securities. There are no voting trusts or any RemainCo Subsidiary, other agreements or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person understandings to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything (A) restricting a party with respect to the transfer voting of capital stock of the Company. All outstanding securities of the Company and its Subsidiaries have been offered and issued in compliance in all material respects with all applicable securities Laws, including the Securities Act of 1933, as amended (the “Securities Act”) and “blue sky” Laws. (d) All “significant subsidiaries” of the Company, as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act, and all entities listed on Exhibit 21.1 to the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2013, and their respective jurisdictions of organization are listed in Section 4.02(d) of the Disclosure Letter. All of the outstanding shares of capital stock of, or other equity interests in, each significant subsidiary have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of any Liens. None of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recordits Subsidiaries, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests owns any interest in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonCompany’s Subsidiaries. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on May 6October 17, 2022 2016 (the “Capitalization Date”), the authorized capital stock of the Company was authorized to issue a maximum consisted of (i) 200,000,000 shares of Company Common SharesStock, 71,043,181 101,603,153 of which were issued and outstanding (including outstanding Company Restricted Stock Awards representing 1,480,641 shares of Company Common Stock) and none 5,964,264 of which were held by the Company as treasury sharesstock, and (ii) 3,992 1,000,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares stock of the Company, no par value $0.01 per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of shares capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) no outstanding Company Options to purchase 8,379,746 shares of Company Common SharesStock, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Restricted Stock Awards representing 1,480,641 shares of Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, Common Stock; (C) rights outstanding Company RSU Awards representing 265,191 shares of Company Common Stock, which amount may be increased to purchase a maximum of 2,657,085 386,226 shares of Company Common Shares pursuant to the Company ESPP were outstanding (determined Stock based on the fair market value satisfaction of a Common Share on performance conditions set forth in the first day of the current offering period) and applicable award agreements; (D) 1,711,774 outstanding Company DSU Awards representing 42,813 shares of Company Common Shares Stock; (E) 320,508 shares of Company Common Stock reserved for future issuance under the Company Share PlansESPP; and (F) 4,532,252 shares of Company Common Stock reserved for future issuance under the Company Equity Plan. Since From the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) Date through the date of the Company Disclosure Letterthis Agreement, there has have been no issuance or grant issuances of (i) any Company Common SharesStock, Company Preferred Shares Stock or any other securities of equity or voting interests in the Company, Company other than any de minimis issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to the exercise, vesting or settlement, as applicable, of any the Company Share Plan Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Share Plan Equity Awards and disclosed on Section 3.2(a) of or under the Company Disclosure LetterESPP in accordance with its terms and (ii) any Company Equity Awards or any other equity or equity-based awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares shares of Company Common Stock have been, and all of the shares of Company Common Shares Stock that may be issued in accordance with any of pursuant to the Company Share Equity Awards, the Company Equity Plan Awards or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent correct or its counsel accurate and complete copies of each the Company Share Equity Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing formsEquity Awards and, other than differences with respect to the number of shares of Company Common Shares Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Equity Award and to the extent applicable, the name of the holder thereof, the number of shares of Company Common Stock issuable thereunder (including target and maximum numbers for Company Equity Awards subject to performance-based vesting), the grant date, the vesting date, whether or not it is subject to performance-based vesting and the Company Equity Plan pursuant to which the award was made. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plan, the Exchange Act and all other applicable Laws, including the NASDAQ Listing Rules. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom. (dc) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPas set forth in Section 3.2(a), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, of capital stock or other securities of, equity interests of the Company or any RemainCo Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securitiesequity interests, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightspreemptive, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of capital stock or other equity interests the Company or any RemainCo Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other securities equity interests of the Company or any RemainCo Subsidiaryof its Subsidiaries, (iii) stockholder agreements, voting trusts or similar agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party (A) restricting the transfer of the securities capital stock or other equity interests of the Company or any RemainCo Subsidiary of its Subsidiaries or (B) affecting the voting rights of securities capital stock or other equity interests of the Company or any RemainCo Subsidiary (including shareholder agreementsof its Subsidiaries, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities capital stock or other equity interests of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.2(d) of the Company Disclosure Letter. The Except as set forth on Section 3.2(d) of the Company Disclosure Letter, the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of Except for the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each Subsidiaries listed on Section 3.2(d) of the Company Subsidiaries are in full force Disclosure Letter and effect. Other than investments in marketable securities and cash equivalents (and ownership by the Company or any Company Subsidiary equivalents, none of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any shares of capital stock or other equity interests, or any securities of or obligations convertible into or exchangeable or exercisable for such shares or equity interests, in any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities shares of capital stock or other equity interests in any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share, of which 10,000 shares are designated Series A Junior Participating Preferred Stock, 10 shares are designated as Series B Preferred Stock and 588,229 shares are designated as Series C Preferred stock. As of the close August 2, 2006, 5,500,206 shares of business on May 6Company Common Stock, 2022 (the “Capitalization Date”)no shares of Series A Junior Participating Preferred Stock, the Company was authorized to issue a maximum no shares of (i) 200,000,000 Common Shares, 71,043,181 Series B Preferred Stock and no shares of which Series C Preferred Stock were issued and outstanding and none 48,822 shares of which Company Common Stock were held by in the Company’s treasury. Except for the obligation of the Company as treasury sharesto issue (i) 979,678 shares of Company Common Stock pursuant to Options currently outstanding (including the currently non-exercisable portions thereof), (ii) 3,992 437,029 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and Company Common Stock pursuant to Warrants currently outstanding, and (iii) 3,992 shares of series B preferred shares, no par value Series A Junior Participating Preferred Stock and shares of Company Common Stock under certain circumstances upon exercise of the rights (“Series B Preferred SharesRights”)) issued pursuant to that certain Rights Agreement, 1,697 of which were issued dated September 13, 1996, between the Company and outstandingStockTrans, Inc., as amended (the “Rights Agreement”) and (iv) 9,992,016 shares of unclassified preferred shares rights pursuant to the employee stock purchase plan, non-tax qualified stock purchase plan and United Kingdom employee stock ownership plan of the Company, no par value per share Company (each a “Unclassified Preferred SharesStock Purchase Plan,” and, together with the Series A Preferred Shares and the Series B Preferred Sharescollectively, the “Company Preferred SharesStock Purchase Plans”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing outstanding options, warrants, calls, preemptive rights, subscriptions or other securities rights or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements other agreements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, or cause to be issued, transferred, registered or sold, sell any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, of capital stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries (as defined in paragraph (d) below). (b) All issued and outstanding shares of capital stock of the Company are, and any additional shares issued after the date hereof and prior to repurchasethe Effective Time will be, redeem validly issued, fully paid and nonassessable and are not, and will not be, subject to, and were not, and will not be, issued in violation of, preemptive rights. There are no voting trusts or otherwise acquire any securities other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of its Subsidiaries. (c) Section 3.02(c)(1) of the Disclosure Schedule contains a complete and correct list of each Warrant, including the holder, exercise price and number of shares of Company or any RemainCo Subsidiary, (iii) agreements with any Person to which Common Stock subject thereto. There are no Rights outstanding that are currently exercisable and the Company or is not party to any Company Subsidiary is bound by anything (A) restricting rights plan other than the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo SubsidiaryRights Agreement. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectreserved an aggregate of 1,600,000 shares of Company Common Stock for issuance under the Stock Purchase Plans. Section 3.02(c)(2) of the Disclosure Schedule sets forth a complete and correct listing of each holder of Options, the number of shares subject to the Option(s) held by such holder, the exercise price for such Option(s). (ed) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.02(d) of the Company Disclosure LetterSchedule sets forth the names of all of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”) and all of the Company’s direct and indirect partnership interests and other interests of any kind in any corporation, partnership, joint venture, association or other entity. The Company ownsEach Subsidiary has the authorized capital, beneficially with such par value and number of recordshares outstanding, directly or indirectly, as set forth in Section 3.02(d) of the Disclosure Schedule and all of the issued and outstanding companyshares of capital stock of each Subsidiary are, partnershipand after the date hereof and prior to the Effective Time will be, corporate validly issued, fully paid and nonassessable and are not, and will not be, subject to, and were not issued in violation of, preemptive rights and, except as set forth in Section 3.02(d) of the Disclosure Schedule are owned, of record and beneficially, by the Company or similar (as applicable) ownership, voting or similar securities or interests in each such another Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)liens, and all companyencumbrances, partnership, corporate options or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personclaims whatsoever. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on May 6date hereof, 2022 (without taking into effect the “Capitalization Date”)Backstop Arrangements, the shares the Company was is authorized to issue a maximum consist of (i) 200,000,000 Common an unlimited number of Company Ordinary Shares, 71,043,181 2,626,822 of which were are issued and outstanding and none of which were held by the Company as treasury sharesincluding 1,250,000 shares issued to Sponsor, (ii) 3,992 shares an unlimited number of series A preferred shares, no par value (“Series Company Class A Preferred Shares”), 1,715 none of which were is issued and outstanding, and (iii) 3,992 shares an unlimited number of series B preferred shares, no par value (“Series Company Class B Preferred Shares”), 1,697 none of which were is issued and outstanding, and (iv) 9,992,016 shares an unlimited number of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Company Class C Preferred Shares, the “Company Preferred Shares”), no shares none of which were is issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) an unlimited number of Company Class D Preferred Shares, none of which is issued and outstanding and (vi) the an unlimited number of Company Share Plan in accordance with Class E Preferred Shares, none of which the award was made. 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 is issued and outstanding ((i) through (vi) collectively, (the “Company Option Grant DateShares”)) (b) by all necessary corporate action. No As of the date hereof, the Company Option has been granted with a per share exercise price less than (i) 351,411 Company Units issued and outstanding (the fair market value of a Common Share on “Outstanding Units”), (ii) 2,626,822 Company Ordinary Shares issued and outstanding (including 351,411 Company Ordinary Shares issued and outstanding pursuant to the applicable Outstanding Units) (the “Outstanding Shares”), (iii) 4,270,000 Company Option Grant DateWarrants issued and outstanding (including 351,411 Company Warrants issued and outstanding pursuant to the Outstanding Units) (the “Outstanding Warrants”), (iv) 4,270,000 Company Rights issued and outstanding (including 351,411 Company Rights issued and outstanding pursuant to the Outstanding Units) (the “Outstanding Rights”), and (v) 240,000 Company Units subject to the Company Unit Purchase Option (the “Outstanding Options”). The Outstanding Units, the Outstanding Shares, the Outstanding Warrants, the Outstanding Rights and the Outstanding Options are collectively referred as the “Company Equity Securities”. All the outstanding Company Equity Securities have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act, and any relevant state securities Laws or pursuant to valid exemptions therefrom. (c) As of the date hereof, except for this Agreement, the Outstanding Warrants, the Outstanding Rights and the Company Unit Purchase Option, the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance withoutstanding options, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive share appreciation rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions rights or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable or exercisable for such shares or other securitiesCompany Shares, or obligating any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Company Shares or the value of which is determined by reference to the Company or Shares, and there are no contracts of any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of kind which may obligate the Company or any RemainCo Subsidiary to repurchaseissue, purchase, redeem or otherwise acquire any securities of the its Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, Shares. (iiid) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially Subsidiaries and of recorddoes not own, directly or indirectly, all of the issued and outstanding companyany equity interests or other interests or investments (whether equity or debt) in any Person, partnership, corporate whether incorporated or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rightsunincorporated. The Company has made available is not party to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of any contract that obligates the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary)to invest money in, neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds loan money to or make any investment (in the form of a loan, capital contribution or otherwise) in to any other Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards authorized capital stock of the Purchaser consists of 300,000,000 shares of Purchaser Stock and 100,000,000 shares of convertible preferred stock, $0.01 par value (“Parent Preferred Stock”), of which 300,000 shares have been designated as Series D Preferred Stock, which shares of Series D Preferred Stock have been reserved for issuance upon the exercise of preferred stock purchase rights issued pursuant to the Rights Agreement. As of December 17, 2010, (a) 108,344,660 shares of Purchaser Stock were issued and outstanding, (b) options to purchase Common Shares under 2,440,062 shares of Purchaser Stock were outstanding, (c) 2,377,397 Purchaser restricted stock units were outstanding and (b) no shares of Parent Preferred Stock were issued and outstanding. All outstanding shares of Purchaser Stock have been duly authorized and are validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. Each outstanding share of capital stock of each Subsidiary of the Company ESPPPurchaser that is a corporation is duly authorized, validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. As of December 17, 2010, the Purchaser has outstanding $255,791,000 in convertible senior notes. Exhibit 21.1 to Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. Except as set forth above, as of December 17, 2010, there are no (i) existing outstanding rights, options, warrants, calls, preemptive rights, subscriptions or other securities or conversion rights, stock appreciation rights, restricted stock awardsredemption rights, restricted stock unit awards, convertible securitiesrepurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind obligating the Company that obligate Purchaser or any Company Subsidiary of its Subsidiaries to issue, transfer, register issue or sell, or cause to be issued, transferred, registered or sold, sell any shares of, of capital stock or other securities of, the Company of Purchaser or any RemainCo Subsidiary of its Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable for such shares or other securitiesexercisable for, or obligating the Company giving any Person a right to subscribe for or any RemainCo Subsidiary to grantacquire, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company Purchaser or any RemainCo Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has and no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each obligations evidencing such Subsidiaryrights are authorized, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate issued or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personoutstanding. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of consists of: (i) 200,000,000 Common Shares308,236,575 shares of Preferred Stock, 71,043,181 with a par value of $0.0001, of which were issued and outstanding and none of which were held by the Company (A) 15,000,000 shares are designated as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”)Stock, 1,715 all of which were are issued and outstanding, (B) 189,205,047 shares are designated as Series B Preferred Stock, 52,801,406 of which are issued and outstanding, (C) 95,335,876 shares are designated as Series B Prime Preferred Stock, 57,201,526 of which are issued and outstanding, and (D) 8,695,652 shares are designated as Series BB Preferred Stock, none of which are issued and outstanding and all of which are reserved for issuance upon the exercise of all the Warrants issued pursuant to and under this Agreement. All issued and outstanding shares of Preferred Stock have been duly and validly issued and are fully paid and nonassessable. (ii) 252,716,057 shares of Common Stock, of which 6,839,171 shares have been duly and validly issued and are fully paid and nonassessable. (iii) 3,992 The Company has reserved: (A) 189,205,047 shares of series B preferred shares, no par value (“its Series B Preferred Shares”), 1,697 of which were issued Stock and outstanding, and (iv) 9,992,016 95,335,876 shares of unclassified preferred shares it Series B Prime Preferred Stock for issuance pursuant to the terms of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares Stock Purchase Agreement of the Company and no bondsdated as of January 27, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, 2004; (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs 8,695,652 shares of its Series BB Preferred Stock for issuance upon the exercise of the Warrants; (assuming target performanceC) and 25,500 Company RSUs that have been deferred 197,900,699 shares of Common Stock upon conversion of its Preferred Stock; (D) 23,517,858 shares of Common Stock for issuance under the Company’s 2022 deferral election 2003 Equity Incentive Plan, of which 395,000 shares have been issued upon the exercise of options. Options to purchase 14,760,445 shares of Common Stock have been granted under the Company’s 2003 Equity Incentive Plan. Except for the Warrants (as defined herein), as provided for under that certain Second Amended and Restated Investor Rights Agreement dated as of June 24, 2005 by and among the Company, the investors in the Company’s Series A Preferred Stock, Series B Preferred Stock and Series B Prime Preferred Stock, the holders of the Warrants and certain holders of Common Stock and as otherwise set forth above, there are no outstanding rights of first refusal, preemptive rights, phantom stock, stock appreciation rights or other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, (C) rights either directly or indirectly, to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of otherwise acquire or issue any Common Shares, Company Preferred Shares or any other equity securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has no direct Subsidiaries other than the requisite power Borrower. Schedule 5.4 includes a complete and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as correct list of the Effective Time will be binding on authorized and issued and outstanding capital stock of the holders of Company Share Plan AwardsBorrower both before and after giving effect to the Merger. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All shares of capital stock of the Borrower are validly issued and outstanding Shares have been, and fully paid and nonassessable and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued are owned by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Permitted Liens. There are no outstanding commitments or other obligations of the Borrower to issue, and all companyno options, partnershipwarrants or other rights of any Person to acquire, corporate any shares of any class of capital stock or similar (as applicable) ownership, voting or similar securities or other equity interests of each the Borrower. (c) After giving effect to the Merger, the Borrower has no Subsidiaries other than Orphan Medical Europe Limited, a company formed under the laws of England and Wales (“Orphan Sub”). Schedule 5.4 includes a complete and correct list of the Company Subsidiaries are duly authorized and issued and outstanding share capital of Orphan Sub. All of the outstanding share capital of Orphan Sub has been validly issued and outstanding and fully paid and nonassessable and all such share capital is owned by the Borrower free and clear of all Liens other than Permitted Liens. There are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate no outstanding commitments or other organizational documents for each Company Subsidiaryobligations of Orphan Sub to issue, and such organizational no options, warrants or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities rights of any Person to acquire, any share capital or other than a Company Subsidiary equity interests of Orphan Sub. Orphan Sub does not have and never had any assets, employees or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personongoing business operations. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on May 6February 21, 2022 2025 (the “Capitalization Date”), the authorized capital stock of the Company was authorized to issue a maximum of consists of: (i) 200,000,000 500,000,000 shares of Company Class A Common SharesStock, 71,043,181 of which were 44,707,839 shares are issued and outstanding (inclusive of 9,360,336 shares of Company Class A Common Stock subject to Company Restricted Stock Awards), (ii) 231,857,899 shares of Company Class B Common Stock, of which 79,142,364 shares are issued and outstanding and none (iii) 20,000,000 shares of Company Preferred Stock, of which were held by the Company as treasury shares, (ii) 3,992 0 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were are issued and outstanding, and . (iiib) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were are (Ai) outstanding Company Options to purchase 8,379,746 141,130,360 OpCo Class A Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) Units issued and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering periodwhich 44,707,839 are Excluded Units) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of 97,463,981 OpCo Class B Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) Units issued and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromoutstanding. (c) All As of the Capitalization Date, the Company has outstanding Company RSU Awards covering an aggregate of 140,110 shares of Company Class A Common Stock. As of the Capitalization Date, the Company has reserved 5,713,196 shares of Company Class A Common Stock under the Company Stock Plan for issuance on vesting or other conversion to Company Class A Common Stock of Company Stock Awards under the Company Stock Plan. All issued and outstanding Shares share capital or share of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that is held, directly or indirectly, by the Company and all outstanding shares of Company Common Stock have been, and all of the Common Shares shares that may be issued in accordance with any of pursuant to the OpCo LLCA and the Company Share Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, are fully paid, paid and non-assessable assessable. Except as otherwise set forth in Section 4.05(c) of the Company Disclosure Letter, the outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the OpCo LLCA and the Company Stock Plan are free of preemptive rights. The Company has made available to Parent correct , and complete copies there are no subscription rights, options, warrants, anti-dilutive rights, rights of each Company Share Plan and the forms of stock optionfirst refusal or similar rights, restricted stock and restricted stock unit agreements evidencing calls, contracts or other commitments that obligate the Company Share Plan Awardsor any Subsidiary of the Company to issue (other than to the Company or any Subsidiary of the Company) any share capital or shares of capital stock or other equity or voting interests of any Subsidiary of the Company, and including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights (to Persons other than the Company or any Subsidiary of the Company) with respect to any securities of any Subsidiary of the foregoing formsCompany. Section 4.05(c) of the Company Disclosure Letter contains, other than differences with respect to as of the Capitalization Date, a complete and correct list of each outstanding Company Stock Award and Profit Interest Award, including, as applicable, (i) the holder, (ii) date of grant, (iii) the applicable vesting schedule, the number of shares of Company Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no Stock subject to such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As Company Stock Award as of the date of this Agreement, and (iv) the distribution hurdle and threshold, if applicable. (d) Except as provided in Section 4.05(a) and for changes since the Capitalization Date resulting from the vesting or other than conversion or exchange of OpCo Class A Common Units into or for shares of Company Class A Common Stock (in accordance with the OpCo LLCA) or Company Stock Awards (in accordance with the terms of the Company Share Stock Plan Awards and rights to purchase Common Shares under award agreements thereunder), as of the Company ESPP, date hereof there are no (i) existing authorized, issued or outstanding Equity Instruments, (ii) other obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, the Company and (iii) other obligations by the Company to make any payments based on the price of value of the Company Common Stock or OpCo Units. (e) Section 4.05(e) of the Company Disclosure Letter sets forth, as of the date hereof: (i) the name of each Acquired Company (other than the Company) together with the type of entity and jurisdiction of formation or organization, as applicable, of each such Acquired Company, (ii) a true, correct and complete list of the authorized, issued and outstanding Equity Instruments (by class or series, if applicable) of each NCI Entity, together with the record owners thereof, (iii) a true, correct and complete list of the authorized, issued and outstanding Equity Instruments (by class or series, if applicable) of each Acquired Company (other than the Company, OpCo or any NCI Entity), together with the record owners thereof, (iv) if applicable, the amount of the capital commitment or similar obligation of each such owner to such Acquired Company, including the portion thereof that has been contributed or funded through December 31, 2024, and (v) the U.S. federal income tax classification of each Acquired Company (other than the Company) that is a U.S. entity. (f) All outstanding Equity Instruments of the Acquired Companies are validly issued, fully paid (to the extent required under the applicable governing documents) and non- assessable (subject to Applicable Law). Other than with respect to OpCo or as provided in Section 4.05(e), all outstanding Equity Instruments of the Subsidiaries of the Company are owned, directly or indirectly, by OpCo, and such Equity Instruments are free and clear of any Liens (other than Permitted Liens). Except as set forth on Section 4.05(f)(i) of the Company Disclosure Letter or as provided in Section 4.05(a), or other than pursuant to this Agreement or the issuance of shares of Company Class A Common Stock in exchange for OpCo Class A Common Units in accordance with the OpCo LLCA, no Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary agreements calling for it to issue, transfer, register deliver or sell, or cause to be issued, transferred, registered delivered or sold, sold any shares of, or other securities of, the Company of its Equity Instruments or any RemainCo Subsidiary or securities convertible into or into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such shares or other securities, equity security or obligating the Company or any RemainCo such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities similar agreements (except, in each case, to or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of with the Company or any RemainCo of its Subsidiaries). Except as set forth on Section 4.05(f)(ii) of the Company Disclosure Letter or other than pursuant to this Agreement or the issuance of shares of Company Class A Common Stock in exchange for OpCo Class A Common Units in accordance with the OpCo LLCA or as provided in Section 4.05(e), there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation its capital stock or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectEquity Instruments. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum consists of (i) 200,000,000 Common 1,100,000 Preferred Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 2,200,000 shares of series A preferred sharesSeries B Preferred Stock, no par value (“Series A Preferred Shares”)$1.00 per Share, 1,715 of which were issued and outstanding, and (iii) 3,992 500,000 shares of series B preferred sharesSeries C Preferred Stock, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding$1.00 per Share, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred 11,000,000 Common Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close date hereof, 7,383,079.5 Common Shares are issued and outstanding and owned of business record as set forth on the Capitalization DateSchedule 4.03(a)(i), there were (A) outstanding Company Options to purchase 8,379,746 and 1,616,952.5 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under Shares are in the Company’s 2022 deferral election agreements's treasury, (C) rights to purchase a maximum and 734,214 Preferred Shares are issued and outstanding and owned of 2,657,085 record as set forth on Schedule 4.03(a)(i). Each Preferred Share is convertible into one Common Shares pursuant to the Share. The Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 has 1,000,000 Common Shares reserved for future issuance pursuant to the Option Plan. Schedule 4.03(a)(ii) sets forth the name of each holder of an outstanding Option under the Company Share Plans. Since the close of business on the Capitalization DateOption Plan, and except as disclosed on Section 3.2(a) of with respect to each Option held by any such holder, the Company Disclosure Lettergrant date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards exercise price and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or for which such Option is exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. Each grant As of a Company Option was duly authorized no later than the date hereof, except as set forth on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant DateSchedule 4.03(a)(iii), and the Company has not granted any Company Options no outstanding options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right would allow other Persons to purchase Common Shares shares of its capital stock other than those granted and outstanding under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Option Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Common Shares have been and Preferred Shares are, and all Common Shares which may be issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards Options will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable. There are no bonds, non-assessable and free debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, or any of its Subsidiaries issued and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule outstanding. Except as set forth on Schedule 4.03(a)(ii) and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of except as contemplated by this Agreement, other than or between the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPone or more of its direct or indirect wholly owned Subsidiaries, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock of, or other securities equity interest in or voting security of, the Company or any RemainCo Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securities, equity interests or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other voting securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any of its Subsidiaries is obligated to grant or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. (b) Except as set forth on Schedule 4.03(b), the Company Subsidiary (i) has no Subsidiaries, owns directly or indirectly any holds of record and/or beneficially no shares or other securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities class in the capital of any Person or to provide funds to or make any investment (in the form of a loancorporations, capital contribution or otherwise) and owns no legal and/or beneficial interests in any Personpartnerships, limited liability companies, business trusts or joint ventures or in any other unincorporated trade or business enterprises. (fc) All dividends Each of the outstanding shares of capital stock of each of the Company's Subsidiaries is owned of record and beneficially as set forth on Schedule 4.03(b) and is duly authorized, validly issued, fully paid and nonassessable, and such shares of the Company's Subsidiaries as are owned by the Company or distributions on any securities by a Subsidiary of the Company or are owned in each case free and clear of any Company Subsidiary that have been declared or authorized have been paid in fullLien except Permitted Liens.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close of business on May 6Company consists of: 22,500,000 Common Shares; 4,000,000 Class A Preferred Shares, 2022 $1.00 par value per share (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series Class A Preferred Shares”), 1,715 of which were issued 225,000 of such Series A Preferred Shares have been designated Series I Junior Participating Class A Preferred Shares and outstanding, 225,000 of such Series A Preferred Shares have been designated Series II Junior Participating Class A Preferred Shares; and (iii) 3,992 shares of series B preferred shares, no par value (“Series 1,000,000 Class B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no $1.00 par value per share share, (the “Unclassified Class B Preferred Shares” and, together with the Series Class A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares all 1,000,000 of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstandingSeries B Preferred Shares have been designated Series I Junior Participating Class B Preferred Shares. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Sharesdate hereof, (Bi) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 11,176,091 Common Shares were issued and outstanding, together with related Purchase Rights issued pursuant to the Company ESPP Rights Agreement, (ii) no Preferred Shares were outstanding issued and outstanding, (determined based on iii) 1,349,436 Common Shares were issued and held in the fair market value of a Common Share on the first day treasury of the current offering periodCompany, (iv) and (D) 1,711,774 595,601 Common Shares were reserved for future issuance under the Company Share Plans. Since the close Stock Plans in respect of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant datefuture awards, (v) 6,017 Common Shares were issuable upon the amount vested (or exercisable) and exercise of outstanding and the amount unvested (or not exercisable) and outstanding and Options, (vi) 68,687 Common Shares (and equivalent cash awards valued at 68,687 Common Shares) were issuable (or in the Company case of cash awards, payable) upon the vesting of Share Plan in accordance with which Units (and equivalent cash awards) subject to performance-based vesting conditions, assuming achievement of performance goals at the award was made. Each grant maximum level of a Company Option was duly authorized no later than performance at the date on which the grant end of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Dateperformance period, (vii) 137,249 Common Shares were issuable upon the vesting of Share Units subject to time-based vesting conditions, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase (viii) 87,727 Common Shares were issuable, together with related dividend equivalent rights of $95,855.00, pursuant to stock unit awards that were deferred under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws ▇.▇. ▇▇▇▇▇ Corporation Amended and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Restated Deferral Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been are, and all Common Shares which may be issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards Options will be, when issued in accordance with the respective terms thereofof the Options, duly authorized and authorized, validly issued and are, or will be when issued, fully paid, paid and non-assessable assessable. Except as set forth in Section 3.4(a) of the Company Disclosure Letter and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan except for the Purchase Rights and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Rights Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) shares of capital stock or other equity interests or voting securities of the Company or any Subsidiary authorized, issued or outstanding, (ii) existing securities, options, warrants, calls, preemptive rights, subscriptions subscription or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements “poison pill” anti-takeover plans, arrangements, commitments, derivative contracts, forward sale contracts or commitments undertakings of any kind character, to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any Company Subsidiary of its Subsidiaries to (A) issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of, of capital stock or other securities of, equity interest or voting security in the Company or any RemainCo Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares of capital stock or other equity interests or voting securities, or obligating the Company or any RemainCo Subsidiary to (B) issue, grant, extend or enter into any such optionssecurity, warrantsoption, callswarrant, call, preemptive rightsright, subscriptions subscription or other securities right, agreement, arrangement, commitment, derivative contract, forward sale contract, or rightsundertaking, stock appreciation rightsor (C) make any payment based on or resulting from the value or price of the Shares or of any such security, restricted stock awardsoption, restricted stock unit awardswarrant, convertible securitiescall, agreementspreemptive right, arrangements subscription or commitmentsother right, agreement, arrangement, commitment, derivative contract, forward sale contract or undertaking, (iiiii) outstanding contractual obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company its Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities Subsidiary of the Company or any other entity or (iv) issued or outstanding performance awards, units, rights to receive Common Shares on a deferred basis, or rights to purchase or receive Common Shares or other equity interest or voting securities issued or granted by the Company to any current or former director, officer, employee or consultant of the Company (the items referred to in clauses (i) through (iv) of or with respect to any Person, collectively, “Rights”). Other than the Shares, there are no outstanding bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote or that are otherwise convertible into or exchangeable for securities having the right to vote on any matters on which the shareholders of the Company or any of its Subsidiaries may vote. Except for acquisitions, or deemed acquisitions, of Common Shares or other equity securities of the Company in connection with (i) the payment of the exercise price of Options with Common Shares (including in connection with “net” exercises), (ii) required Tax withholding in connection with the exercise of Options and vesting of Share Units and (iii) forfeitures of Options and Share Units, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries, other than pursuant to the applicable Company Share Plan. No Subsidiary that have been declared or authorized have been paid in fullof the Company owns any Shares.

Capitalization; Subsidiaries. (a) As of the close of business on May 6September 1, 2022 2017 (the “Company Capitalization Date”), the authorized capital stock of the Company was authorized to issue a maximum consisted of (i) 200,000,000 1,000,000,000 shares of Company Common SharesStock, 71,043,181 174,981,559 of which were issued and outstanding and none (including outstanding Company Restricted Stock Awards representing 23,029 shares of Company Common Stock), 12,182,876 of which were held by the Company as treasury sharesstock, and (ii) 3,992 25,000,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares stock of the Company, no without par value per share (“Unclassified Preferred Shares” andvalue, together with the of which 2,500,000 have been designated as Series A Preferred Shares and the Series B Preferred Shares, the Stock (“Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of shares capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Company Capitalization Date, there were (A) 3,490,677 shares of Company Common Stock subject to outstanding Company Stock Options to purchase 8,379,746 Common Shareswith a weighted average exercise price of $71.59, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Restricted Stock Awards representing 23,029 shares of Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreementsCommon Stock, (C) rights outstanding Company RSU Awards representing 881,116 shares of Company Common Stock, which amount may be increased to purchase a maximum of 2,657,085 1,398,167 shares of Company Common Shares pursuant to the Company ESPP were outstanding (determined Stock based on the fair market value satisfaction of a Common Share on performance conditions set forth in the first day of the current offering period) and applicable award agreements, (D) 1,711,774 outstanding Company DSU Awards representing 30,340 shares of Company Common Shares Stock, (E) 2,407,778 shares of Company Common Stock reserved for future issuance under the Company Share ESPP and (F) 7,213,062 shares of Company Common Stock reserved for future issuance under the Company Equity Plans. Since From the close of business on the Company Capitalization Date, and except as disclosed on Section 3.2(a) Date through the date of the Company Disclosure Letterthis Agreement, there has have been no issuance or grant issuances of (I) any Company Common SharesStock, Company Preferred Shares Stock or any other equity or voting securities of or interests in the Company, Company other than any de minimis issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to the exercise, vesting or settlement, as applicable, of any the Company Share Plan Equity Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the terms of such Company Share Plan Equity Awards and disclosed on Section 3.2(a) of or under the Company Disclosure LetterESPP, the Company Non-US Share Purchase Plans or the Company 401(k) Plan in accordance with its terms or (II) any Company Equity Awards or any other equity or equity-based awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares shares of Company Common Stock have been, and all of the shares of Company Common Shares Stock that may be issued in accordance with any of pursuant to the Company Equity Awards, the Company Equity Plans or the Company ESPP, the Company Non-US Share Purchase Plans or the Company 401(k) Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent correct prior to the date of this Agreement accurate and complete copies of each the Company Share Plan Equity Plans and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, Equity Awards and with respect no award agreement applicable to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement Company Equity Awards contains material terms that are not consistent with, or are in addition to, the terms of such forms. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plans, the Exchange Act and all other applicable Laws, including the rules and regulations of the NYSE. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any capital stock of the Company. (dc) As of the date of this Agreement, other than as set forth in Section 3.2(a), or, with respect to any foreign Subsidiary of the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPCompany, directors’ qualifying shares or similar arrangements required by applicable Law, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, of capital stock or other equity or voting securities of, or other equity interests of the Company or any RemainCo Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securitiesequity or voting securities or other equity interests, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightspreemptive, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of the close of business on May 6date hereof, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 15,586,994 shares of Common SharesStock were issued, 71,043,181 15,576,276 shares of Common Stock were outstanding and 10,718 shares of Common Stock were held in the treasury of the Company, all of which shares were issued validly issued, fully paid and outstanding and none of which were held by the Company as treasury sharesnonassessable, (ii) 3,992 no shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which Stock were issued and or outstanding, and (iii) 3,992 other than 10,718 shares of series B preferred sharesCommon Stock, no par value (“Series B Preferred Shares”), 1,697 of which Equity Securities were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares held in the treasury of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) As of the Company Disclosure Letter sets forth, as date hereof and the Closing Date and after giving affect to the sale of the close of business on Shares, the Capitalization DateShares represent, each outstanding Company Share Plan Award andor shall represent, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) approximately 9.43% of the holder thereof, (ii) the number of Fully Diluted Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) Stock and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All approximately 11.38% of the outstanding shares of Common Stock. As of the date hereof and the Closing Date, the Warrant Shares have been issued pursuant to an effective registration statement filed in accordance with represent, or shall represent, approximately 9.43% of the federal securities Laws or an appropriate exemption therefromFully Diluted Common Stock. (c) All Except as set forth above in Section 3.3(a) and as set forth in Schedule 3.3(c) hereto, there are no outstanding Equity Securities of the issued Company. Schedule 3.3(c) includes a true and correct table summarizing all outstanding Shares have beenstock options, warrants and all of the Common Shares that may be issued in accordance with any other rights to acquire Equity Securities of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, any Subsidiary (other than differences with respect to the Warrant), including the identity of the holder, the number of Common Shares covered therebyshares covered, the grant datevesting schedule therefor, the exercise priceprice therefor, regular vesting schedule and expiration the termination date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formstherefor. (d) As Attached as Schedule 3.3(d) hereto is a true, correct and complete organization chart identifying the Company, each direct or indirect Subsidiary and the ownership of each such entity. Each of the date outstanding shares of this Agreementcapital stock of each Subsidiary is duly authorized, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be validly issued, transferredfully paid and nonassessable, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for and all such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued are owned by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recordCompany, directly or indirectlyindirectly through other wholly-owned Subsidiaries, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests represented in each such SubsidiarySchedule 3.3(d), free and clear of all Liens (Liens, and there are no outstanding Equity Securities of any Subsidiary other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rightssuch shares. The Company has made available to Parent correct and complete copies of the currently effective corporate does not own, directly or indirectly, any capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are equity interest in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company the Subsidiaries identified or as otherwise identified on Schedule 3.3(d). No Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (engaged in the form of a loan, capital contribution or otherwise) insurance business is commercially domiciled in any Personjurisdiction other than its jurisdiction of incorporation. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 50,000,000 Common Shares and 10,000,000 shares of preferred stock, par value $.01 per share ("PREFERRED STOCK"), of which 250,000 shares are designated Series A Junior Preferred Stock, par value $.01 per share ("JUNIOR PREFERRED STOCK"). (b) As of the close of business on May 6October 8, 2022 (the “Capitalization Date”)1999, the Company was authorized to issue a maximum of (i) 200,000,000 19,723,349 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which Shares were issued and outstanding, all of which are entitled to vote on this Agreement, and (iii) 3,992 no Common Shares were held in treasury. The Company has no shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were Stock issued and outstanding, and . (ivc) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization DateOctober 8, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares1999, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on set forth in Section 3.2(a3.02(c) of the Company Disclosure LetterSchedule and except for: (i) 3,606,921 Common Shares reserved for issuance pursuant to options granted under the Company Restated 1993 Stock Award and Incentive Plan (the "COMPANY STOCK PLAN") which options are outstanding on the date hereof, (ii) 3,937,144 Common Shares subject to issuance upon conversion of the 6% Convertible Quarterly Income Preferred Securities due October 15, there has been no issuance or grant 2027 (the "QUIPS") issued pursuant to the Amended and Restated Trust Agreement (the "TRUST AGREEMENT") dated as of any Common SharesOctober 14, Company Preferred Shares or any other securities of 1997 among the Company, other than any de minimis issuances The Bank of Common Shares or other securities in accordance with the exerciseNew York, vesting or settlement, as applicable, The Bank of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. New York (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification numberDelaware) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, Administrative Trustees named therein, (iii) 250,000 shares of Junior Preferred Stock reserved for issuance upon exercise of the exercise price or strike price (if any) relating theretoRights, and (iv) 483,150 Common Shares reserved for issuance pursuant to Big Flower Holdings, Inc. and Subsidiaries Savings Plus 401(k) Plan and 489,645 Common Shares reserved for issuance pursuant to Webcraft, Inc. Employees Accumulated Savings Trust Plan and pursuant to Webcraft Employee Savings Trust Plan (collectively, the grant date"401(K) PLANS"), (v) the amount vested (or exercisable) and outstanding and the amount unvested (or there are not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Datenow, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of at the Effective Time there will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will not be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) any existing options, warrants, calls, preemptive subscriptions, or other rights, subscriptions or other securities agreements or rightscommitments, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register transfer or sell, or cause to be issued, transferred, registered or sold, sell any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, of capital stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries. Following the Effective Time, in respect of a Trust Security (as such term is defined in the Trust Agreement), if a holder of such a Trust Security exercises its conversion right pursuant to repurchase, redeem or otherwise acquire any securities Section 4.3 of the Company or any RemainCo SubsidiaryTrust Agreement, or any securities representing the right conversion rate will be such that such holder will be entitled, in respect of such Trust Security, to purchase or otherwise receive any other securities of 1.7344 times the Company or any RemainCo Subsidiary, (iii) agreements with any Person Cash Consideration to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person an Exchanged Share is entitled pursuant to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value Section 2.01(c)(i). (d) All issued and outstanding Common Shares are validly issued, fully paid, nonassessable and free of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectpreemptive rights. (e) Each The Significant Subsidiaries of the Company Subsidiary existing on the date of this Agreement is listed are set forth on Section 3.2(e3.02(e)(i) of the Company Disclosure LetterSchedule. The Company owns, beneficially and of record, directly or indirectly, all All of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries have been validly issued and outstanding companyare fully paid and non-assessable and, partnershipexcept as set forth on Section 3.02(e)(ii) of the Company Disclosure Schedule, corporate are owned by either the Company or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, another of its Significant Subsidiaries free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)liens, and all companycharges, partnership, corporate claims or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rightsencumbrances. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities A "SIGNIFICANT SUBSIDIARY" of any Person other than means any subsidiary or Person that constitutes a Company Subsidiary or significant subsidiary of such Person within the meaning of Rule 1-02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person"EXCHANGE ACT"). (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum consists of (i) 200,000,000 18,000,000 shares of Common SharesStock, 71,043,181 of which were 4,988,829.79 shares are issued and outstanding and none as of which were held by the Company as treasury sharesdate hereof (including shares of Common Stock issued pursuant to outstanding Restricted Stock Awards), (ii) 3,992 3,200,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”)Stock, 1,715 of which were 2,929,166.66 shares are issued and outstandingoutstanding as of the date hereof, and (iii) 3,992 6,500,000 shares of series B preferred shares, no par value (“Series B Preferred Shares”)Stock, 1,697 of which were 6,000,288.80 shares are issued and outstandingoutstanding as of the date hereof. As of the date hereof, the Company has reserved (x) 8,929,456 shares of Common Stock for issuance upon conversion of the Preferred Stock, (y) 2,790,000 shares of Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Stock Plan, of which 2,138,836 shares are subject to outstanding and unvested Restricted Stock Awards, and (ivz) 9,992,016 392,872 shares of unclassified preferred Series B Preferred Stock, 37,500 shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares Stock, and the Series B Preferred Shares, the “Company Preferred Shares”), no 553,395 shares of which were issued and outstandingCommon Stock for issuance upon the exercise of outstanding Warrants. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under capital stock held in the Company’s 2022 deferral election agreementstreasury. All of the issued and outstanding shares of Common Stock and Preferred Stock (i) have been duly and validly authorized and are duly and validly issued, fully paid and non-assessable, and none of them have been issued in violation of preemptive right or rights of first refusal created by statute, the Company Organizational Documents or any Contract to which the Company is a party or by which it is bound, (Cii) rights to purchase a maximum are free of 2,657,085 Common Shares pursuant to any Liens created or permitted by the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) Company, and (Diii) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close are owned of business record as set forth on the Capitalization Date, and except as disclosed on Section 3.2(aSchedule 4.4(a) of the Company Disclosure LetterSchedules. Other than as described in this Section 4.4(a), there or as set forth on Schedule 4.4(a) of the Company Disclosure Schedules, no Person has been no issuance any right to acquire any shares of Common Stock or grant of any Common SharesPreferred Stock, Company Preferred Shares or any Warrants, options or other rights to purchase shares of Common Stock or Preferred Stock or other securities of the Company, other than any de minimis issuances from the Company. A complete and accurate list of Common Shares or other securities in accordance with (i) each issued and outstanding Warrant (including the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as name of the close Warrantholder and the applicable exercise price thereof) and (ii) each Restricted Stock Award (including the name of business the Restricted Stock Award holder and the vesting schedule of the Restricted Stock Award) is set forth on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(aSchedule 4.4(a) of the Company Disclosure LetterSchedules. Except as set forth on Schedule 4.4(a) of the Company Disclosure Schedules, with respect to each Restricted Stock Award, a timely election pursuant to Section 83(b) of the Code has been made and remitted to the Internal Revenue Service. There are no declared and unpaid dividends on any share of Company Capital Stock. The dollar values of the Series A Liquidation Preference Amount, the Series B Liquidation Preference Amount, the Conversion Price, the Original Issue Price, together with the numerical value of the Conversion Rate and the Pro Rata Share of each Equity Holder, are set forth on Schedule 4.4(a) of the Company Disclosure Schedules. (b) Except as set forth in this Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP4.4(b), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awardsstock, restricted stock unit awardsunits, convertible securitiesphantom equity, agreementswarrants, arrangements calls, rights, commitments or commitments of any kind agreements that are outstanding to which the Company or the Company Subsidiary is a party or by which it is bound, obligating the Company or any the Company Subsidiary to issue, transferdeliver, register sell, repurchase or sellredeem, or cause to be issued, transferreddelivered, registered sold, repurchased or soldredeemed, any shares of, or other securities of, the of Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, Capital Stock or obligating the Company or any RemainCo the Company Subsidiary to grant, extend extend, accelerate the vesting of, change the price of, or enter into such options, warrants, calls, preemptive rights, subscriptions otherwise amend or other securities or rights, stock appreciation rightsgrant any option, restricted stock, equity-linked compensatory award, warrant, call, right, commitment or agreement regarding shares of Company Capital Stock. Except as set forth in this Section 4.4(b), there are no other contracts, commitments or agreements relating to the voting, purchase or sale of the Company’s or the Company Subsidiary’s capital stock awards(i) between or among the Company or the Company Subsidiary and any Person, restricted stock unit awardsincluding any Company Stockholders, convertible securities, agreements, arrangements or commitments, and (ii) to the Company’s Knowledge, between or among any Company Stockholders. (c) Entrada Edit, LLC, a Tennessee limited liability company, is the Company’s sole Subsidiary (the “Company Subsidiary” and together with the Company, the “Group Companies” and each, a “Group Company”), and the Company does not, directly or indirectly, own, control or have any security, ownership or other interest in any Person other than the Company Subsidiary. All outstanding obligations membership interests of the Company Subsidiary are owned by the Company. (d) The Company is not a participant in any joint venture, partnership or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any similar arrangement. The Company Subsidiary is a limited liability company duly formed, validly existing and in good standing under the applicable Laws of Tennessee. The Company Subsidiary has the requisite limited liability company power and authority to own, lease and operate its assets in the manner in which such assets are currently owned, leased and operated, to perform its obligations under all Contracts to which it is a party or by which it or its assets are bound by anything and to carry on its business as now being conducted, is duly qualified to do business, and is in good standing (Aif such concept is applicable in the relevant jurisdiction) restricting in each jurisdiction where the transfer operation of its business as now being conducted requires such qualification, except where the securities of failure to be so qualified or in good standing or to have any such limited liability power and authority would not reasonably be expected to be material to the Company or any RemainCo Subsidiary or (B) affecting in the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiaryaggregate. The Company has no “rights plan,” “rights delivered to Parent true and correct copies of the Company Subsidiary’s certificate of formation and operating agreement” . The Group Companies are not in violation of any of the provisions of the Company Subsidiary’s certificate of formation or “poison pill” in effectoperating agreement. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) All outstanding membership interests of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or are duly authorized, validly issued, fully paid and non-assessable, (ii) has any obligation or has made any commitment to acquire any securities are free of any Person Liens, and (iii) were not issued in violation of any preemptive rights or rights of first refusal created by statute, the Company Subsidiary’s certificate of formation or operating agreement or any Contract to provide funds to which the Company Subsidiary is a party or make any investment (in by which it or its assets are bound. As of the form of a loandate hereof, capital contribution or otherwise) in any Person. (f) All there are no declared and unpaid dividends or distributions on any securities share of capital stock of the Company or any Company Subsidiary that have been declared or authorized have been paid in fullSubsidiary.

Capitalization; Subsidiaries. (a) As of the close date hereof, the authorized capital stock of business on May 6the Company consists of 75,000,000 shares of Company Common Stock, 2022 1,800,000 shares of the Company’s Series A preferred stock, par value $0.01 per share (the “Capitalization DateSeries A Preferred Stock”), and 200,000 shares of the Company was authorized to issue a maximum Company’s Series B preferred stock, par value $0.01 per share (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”). As of September 5, 2014, (i) 200,000,000 38,592,428 shares of Company Common Shares, 71,043,181 of which Stock were issued and outstanding and none 29,696,348 shares of which Company Common Stock were held by the Company as treasury sharesoutstanding, (ii) 3,992 no shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which Stock were issued and outstanding, and (iii) 3,992 8,896,080 shares of series B preferred sharesCompany Common Stock were held in treasury. As of September 5, no par value 2014, there were 2,714,456 shares of Company Common Stock reserved for issuance under Company Plans (“Series B Preferred Shares”)including, 1,697 as of which were issued and outstandingSeptember 5, 2014, outstanding Company Options to purchase 1,671,292 shares of Company Common Stock, 345,793 shares subject to outstanding Company Restricted Stock Units, and (iv) 9,992,016 192,500 shares subject to Company Performance Share Awards). Except as set forth above, as of unclassified preferred shares of the CompanySeptember 5, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”)2014, no shares of which capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued and issued, reserved for issuance or outstanding. There are no other classes As of shares of the Company and September 5, 2014, no bonds, debentures, notes or other Indebtedness or securities of the Company indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares shareholders of the Company may vote authorized, were issued or and outstanding. As All outstanding shares of capital stock of the close of business on the Capitalization DateCompany are, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs all shares that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares may be issued pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization DatePlans will be, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities when issued in accordance with the exerciseterms thereof, vesting or settlementduly authorized, as applicablevalidly issued, fully paid and non-assessable, issued in compliance with all applicable Laws concerning the issuance of any Company Share Plan Awards outstanding as of securities and the close of business on the Capitalization Date in accordance with the Company Share Plan Awards Charter and disclosed on not subject to preemptive rights. Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b4.2(a) of the Company Disclosure Letter sets forth, as of September 5, 2014, a true, correct and complete list of the close Company Options, Company Restricted Stock Units, Company Performance Share Awards and other equity-based awards outstanding under any Company Plan, including the holder, date of business on grant, the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence term (if outside the U.S.) of the holder thereofany), (ii) the number of shares of Company Common Shares Stock issuable or amount payable thereunder, (iii) and the expiration date and exercise or conversion price or strike price (if any) relating thereto, if any. (ivb) the grant date, (v) the amount vested (or exercisableExcept as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding and the amount unvested (subscriptions, options, warrants, calls, convertible securities or not exercisable) and outstanding and (vi) other similar rights, agreements, commitments or Contracts of any kind to which the Company Share Plan in accordance with or any of its Subsidiaries is a party or by which the award was madeCompany or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any other equity or equity based awards, whether settled in cash or other property, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Each grant Except as set forth in Section 4.2(a), there are no obligations, commitments or arrangements, contingent or otherwise, of a the Company Option was duly authorized or any of its Subsidiaries to purchase, redeem or otherwise acquire shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no later than the date on voting trusts or other agreements or understandings to which the grant Company or any of such Company Option was by its terms Subsidiaries is a party with respect to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value voting of a Common Share on the applicable Company Option Grant Date, and capital stock of or equity interests in the Company has not granted or any Company Options that are subject to Section 409A Subsidiary of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromCompany. (c) All Except as would not be material to the Company and its Subsidiaries, taken as a whole, all the outstanding shares of the issued and outstanding Shares have beencapital stock of, and all of the Common Shares that may be issued in accordance with any or other equity interests in, each Subsidiary of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized are legally and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing beneficially owned by the Company Share Plan Awardsor one or more wholly owned Subsidiaries of the Company, free and with respect to the foregoing forms, other than differences with respect to the number clear of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formsall Liens. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities ofhereof, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations aggregate principal balance of the Company or and its Subsidiaries under the Credit Facility, plus any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities other indebtedness for borrowed money of the Company or any RemainCo Subsidiaryand its Subsidiaries, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements together with any Person to which the Company or accrued and unpaid interest (but excluding any Company Subsidiary breakage costs), is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectnot more than $26,825,000. (e) All Company Options and other equity-based awards under the Company Plans have been granted in all material respects in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s articles of incorporation and bylaws as in effect at the time of the applicable grant. (f) Except as would not be material to the Company and its Subsidiaries, taken as a whole, all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and not subject to preemptive rights. (g) Each Company Subsidiary existing Option has an exercise price per share equal to or greater than the fair market value of a share of Company Common Stock on the date of this Agreement is listed on Section 3.2(esuch grant. (h) As of the date of this Agreement, the Company Disclosure Letter. The Company owns, beneficially and of recorddoes not, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than own any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are equity interest in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities Subsidiaries of the Company or any Company Subsidiary that have been declared or authorized have been paid in fullCompany.

Capitalization; Subsidiaries. (a) As of the close of business on May 6August 5, 2022 2019 (the “Capitalization Date”), the authorized capital stock of the Company was authorized to issue a maximum consisted of (i) 200,000,000 350,000,000 shares of Company Common SharesStock, 71,043,181 208,533,915 of which were issued and outstanding and none of which were held by the Company as treasury sharesstock, and (ii) 3,992 10,000,000 shares of series A preferred sharesstock of the Company, no par value $0.0001 per share, 1,000,000 shares of which constitute a series of preferred stock designated as Series A Convertible Preferred Stock, 1,000,000 of which were issued and outstanding (“Series A Preferred SharesStock”), 1,715 and 1,000,000 shares of which constitute a series of preferred stock designated as Series A-1 Convertible Preferred Stock, 167,248 of which were issued and outstanding (or, to the extent not issued or outstanding, and (iiihad otherwise accrued until the Capitalization Date) 3,992 shares of series B preferred shares, no par value (“Series B A-1 Preferred Shares”), 1,697 of which were issued Stock” and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred SharesStock, the “Company Preferred SharesStock”). Except for the foregoing, no shares of which were issued and outstanding. There there are no other classes of shares capital stock of the Company and, except for Company Equity Awards, Company Warrants and Company Preferred Stock, there are no bonds, debentures, notes or other Indebtedness or securities Securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of any class of shares capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 26,426,312 shares of Company Common Shares, Stock; (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding RSU Awards representing 124,422 shares of Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, Common Stock; (C) rights to purchase a maximum 8,611,196 shares of 2,657,085 Company Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares Stock reserved for future issuance under the Company Share Equity Plans; (D) 9,191,287 shares of Company Common Stock reserved for issuance upon exercise of Company Warrants; and (E) 23,344,957 shares of Company Common Stock reserved for issuance upon conversion of Company Preferred Stock. Since As of the close of business on the Capitalization Date, the 2014 Warrant had been exercised in full and except as disclosed was no longer outstanding. From the close of business on Section 3.2(athe Capitalization Date through the date of this Agreement, there have been (1) no issuances of any Company Common Stock, Company Preferred Stock or any other Securities of the Company Disclosure Letter, there has been no issuance or grant other than issuances of shares of Company Common Stock pursuant to (i) the conversion of any Common Shares, of Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards Stock outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) terms of the Certificate of Incorporation, or (ii) the exercise, vesting or settlement, as applicable, of any Company Disclosure LetterEquity Awards or Company Warrants outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards or Company Warrants and (2) no grants of any Company Equity Awards or any other equity or equity-based awards. (b) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, Company Warrants and Company Preferred Stock will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. All of the issued and outstanding shares of Company Preferred Stock have been duly authorized, validly issued, fully paid and nonassessable. The Company has made available to Parent or its counsel accurate and complete copies of each of the Company Warrants (which copies are executed) and the forms of stock option and restricted stock unit award agreements evidencing the Company Equity Awards (together with the forms of such award agreements filed with the SEC and publicly available), and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option or restricted stock unit award agreement contains material terms that are inconsistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Equity Award and, and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Shares Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (ivv) the grant date, (vvi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding outstanding, and (vivii) the Company Share Equity Plan in accordance with pursuant to which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No The Company does not have any liability in respect of any Company Option has been that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Share Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Share Plan Equity Award or right to purchase Common Shares under the and Company ESPP Warrant was made in accordance withall material respects, to the extent as applicable, in accordance with (A) the terms of the applicable Company Share Plan or Company ESPPEquity Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Laws, including the NYSENYSE American Company Guide, (C) the Code Code, and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with authority under the terms of the applicable Company Share Equity Plan, the applicable award agreements and any other applicable contract, Contract to take the actions contemplated by Section 2.4 2.3 and Section 2.4, and the treatment of Company Share Plan Warrants and Company Equity Awards as described in Section 2.3 and Section 2.4, shall, as of the Effective Time will Time, be binding on the holders of Company Share Plan AwardsWarrants and Company Equity Awards purported to be covered thereby. All of the outstanding Shares have Company Stock has been issued sold pursuant to an effective registration statement filed in accordance with under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any Securities of the Company. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than as set forth in Section 3.2(c) of the Company Share Plan Awards and rights to purchase Common Shares under Disclosure Letter, the Company ESPPEquity Awards, Company Warrants or in the Company Certificate of Designation, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities Securities of, the Company or any RemainCo Subsidiary of its Subsidiaries or securities Securities convertible into or exchangeable for such shares or other securitiesSecurities, or obligating the Company or any RemainCo Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments, ; (ii) outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Securities of the Company or any RemainCo Subsidiaryof its Subsidiaries, or any securities Securities representing the right to purchase or otherwise receive any other securities Securities of the Company or any RemainCo Subsidiary, of its Subsidiaries; or (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, securitySecurity-based performance units, “phantom” stock, profit-participation or other security Security rights issued by the Company or any RemainCo Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary of its Subsidiaries based in whole or in part on the value of any securities Securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.2(d) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities Securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities Securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent true and correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than Except for investments in cash equivalents (and ownership by the Company or any Company Subsidiary its Subsidiaries of securities Securities of any other Company Subsidiarythe Subsidiaries of the Company), neither none of the Company nor or any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary Securities or interests or (ii) has any obligation or has made any commitment to acquire any securities Securities or interests of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (fe) All dividends or distributions on any securities Securities of the Company or any Company Subsidiary of its Subsidiaries that have been declared or authorized have been paid in full. (f) As of the date of this Agreement, there are no existing (i) agreements or commitments of any kind with any Person to which the Company or any of its Subsidiaries is party (A) restricting the transfer of the Securities of the Company or any of its Subsidiaries or (B) affecting the voting rights of Securities of the Company or any of its Subsidiaries (including stockholder agreements, voting trusts or similar agreements), (ii) agreements or commitments of any kind obligating the Company or any of its Subsidiaries to register (other than pursuant to currently effective resale shelf registration statements listed on Section 3.2(f) of the Company Disclosure Letter or “piggy-back” rights) or cause to be further registered (other than pursuant to currently effective resale shelf registration statements listed on Section 3.2(f) of the Company Disclosure Letter or “piggy-back” rights), any shares of capital stock of, or other Securities of, the Company or any of its Subsidiaries or Securities convertible into or exchangeable for such shares or other Securities (“Demand Registration Rights Agreements”) or (iii) stockholder rights plans or similar plans commonly referred to as a “poison pill,” under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other Securities. (g) The exercise price of each Company Option and each Company Warrant is set forth on Section 3.2(g) of the Company Disclosure Letter as of the date of this Agreement.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 99,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"), one share of which Preferred Stock is --------------- designated "Series A Preferred Stock" (the "Series A Preferred Stock"), one ------------------------ share of which is designated "Series B Special Voting Preferred Stock" (the "Series B Preferred Stock), 100,000 shares of which are designated "Series C ------------------------- Junior Participating Preferred Stock" (the "Series C Preferred Stock") and ------------------------ authorized in connection with the Rights Agreement, and 894,663 shares of which are designated "Series D Convertible Preferred Stock" (the "Series D Preferred ------------------ Stock"). As of the close April 5, 2001, 12,927,017 shares of business on May 6Common Stock were issued and ----- outstanding, 2022 (the “Capitalization Date”)one share of Series B Preferred Stock was issued and outstanding, the Company was authorized to issue a maximum 803,353 shares of (i) 200,000,000 Common Shares, 71,043,181 of which Series D Preferred Stock were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 no shares of series A preferred shares, no par value (“Series A Preferred Shares”)Stock or Series C Preferred Stock were outstanding. As of April 5, 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”)2001, no shares of which Common Stock were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities held in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Lettertreasury. (b) As of the date hereof, 3,376,746 shares of Common Stock were reserved for issuance upon exercise of options outstanding under the Company's Stock Plans. As of the date hereof, the Company has options to purchase shares of Common Stock outstanding and issued as listed by individuals holding such options (including exercise price and vesting schedule) in Section 3.2(b3.3(b) of the disclosure schedule delivered to Parent by the Company on the date hereof (the "Company Disclosure Letter sets forthSchedule"). As of April 5, as of the close of business on the Capitalization Date2001, each 5,306,317 Exchangeable ---------------------------- Shares were outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was are exchangeable by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awardssuch shares at any time for shares of Common Stock on a one-for-one basis. All of the outstanding shares of Common Stock and the Exchangeable Shares have been are, and all shares of Common Stock which may be issued pursuant to an effective registration statement filed in accordance with the federal securities Laws exercise of outstanding Options or an appropriate exemption therefrom. (c) All the retraction or redemption of the issued and outstanding Exchangeable Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable and are not subject to, nonnor were they issued in violation of, any pre-assessable and free of preemptive emptive rights. The Company has made available to Parent correct and complete copies There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, or any of its subsidiaries ----------- issued and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formsoutstanding. (dc) As Except (i) as set forth in Section 3.3(b), (ii) for the Rights, (iii) for the 200,000 warrants issued in April 1999 to DataCard Corporation (the "DataCard Warrants") each of which has an exercise price of $6.00 per share and ----------------- (iv) for the date of transactions contemplated by this AgreementAgreement (the "Transactions"), other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, ------------ there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character, relating to the issued or unissued capital stock of the Company or any of its subsidiaries, obligating the Company or any Company Subsidiary of its subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock or Voting Debt of, or other securities ofequity interest in, the Company or any RemainCo Subsidiary of its subsidiaries or securities convertible into or exchangeable for such shares or other securities, or obligating equity interests and neither the Company or nor any RemainCo Subsidiary of its subsidiaries is obligated to grant, extend or enter into any such optionsoption, warrantswarrant, callscall, preemptive rights, subscriptions subscription or other securities right, agreement, arrangement or rightscommitment. Except as contemplated by this Agreement and except for the Company's obligations in respect of the Options under the Stock Plans, stock appreciation rightsthe Exchangeable Shares and the DataCard Warrants, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) there are no outstanding contractual obligations of the Company or any RemainCo Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities shares of Common Stock or the capital stock or other equity interests of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of its subsidiaries. Each of the Company outstanding shares of capital stock or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer other equity interests of each of the securities of Company's subsidiaries is duly authorized, validly issued, fully paid, and to the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreementsextent applicable, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awardsnonassessable, including any equity appreciation rightsand, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, except as set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.3(c) of the Company Disclosure LetterSchedule, such shares or other equity interests of the Company's subsidiaries as are owned by the Company or by a subsidiary of the Company are owned in each case free and clear of any lien, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind (any of the foregoing being a "Lien"). The Except as set forth in Section 3.3(c) of ---- the Company Disclosure Schedule, the Company has not agreed to register any securities under the United States Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or under any state -------------- securities law or granted registration rights to any person or entity; copies of any registration rights agreements set forth in Section 3.3(c) of the Company Disclosure Schedule have previously been provided to Parent. Set forth in Section 3.3(c) of the Company Disclosure Schedule is a complete and correct list of each subsidiary (direct or indirect) of the Company and any joint ventures, partnerships or similar arrangements in which the Company has an interest (and the amount and percentage of any such interest). No entity in which the Company owns, beneficially and of record, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all of such other entities, material to the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each business of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than its subsidiaries taken as a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personwhole. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close of business on May 6, 2022 (the “Capitalization Date”), ---------------------------- the Company was authorized to issue a maximum consists of 30,000,000 Common Shares and 1,270,000 shares of preferred stock. The Company's preferred stock consists of (i) 200,000,000 Common Shares, 71,043,181 20,000 preferred shares having a par value of which were issued $50.00 per share (the "$50.00 par value Preferred Stock") and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 1,250,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and Stock (iv) 9,992,016 shares of unclassified preferred shares of with the Company, no $50.00 par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred SharesStock, the “Company "Preferred Shares”Stock"), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization DateFebruary 14, 2000, 6,889,322 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement, and 1,001,562 Common Shares were held in treasury. The Company has (i) no shares of $50.00 par value Preferred Stock and (ii) 1,236,337 shares of Series B Preferred Stock issued and outstanding. As of February 14, 2000, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 1,725,817.9375 Common Shares reserved for future issuance pursuant to outstanding Options and rights granted under the Stock Plans, 50,000 Common Shares reserved for issuance pursuant to a warrant held by Patricof & Co. and 9,231 Common Shares reserved for issuance under warrants held by Decision Processes International Inc. (collectively, the "Warrants.") Section 4.2 of the Disclosure Schedule delivered to Parent by the Company Share Plansprior to the date hereof (the "Company Disclosure Schedule") sets forth the holders of all outstanding Options and the Warrants and the number, exercise prices and expiration dates of each grant to such holders. Since the close of business on the Capitalization DateJanuary 1, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter1999, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted issued any Company shares of capital stock except pursuant to the exercise of Options that are subject to Section 409A outstanding as of such date. All the Code. Each grant of a Company Share Plan Award or right to purchase outstanding Common Shares under the Company ESPP was made in accordance withare, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) and all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will Common Shares which may be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued outstanding Options and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable and are not subject to, non-assessable and free of nor were they issued in violation of, any preemptive rights. The There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company has made available to Parent correct or any of its subsidiaries issued and complete copies of each Company Share Plan outstanding. Except as set forth in this Section 4.2, and except for the Rights and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPSeries B Preferred Stock, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character to which the Company or any of its subsidiaries is a party or by which any of them is bound, obli- gating the Company Subsidiary or any of its subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock or Voting Debt of, or other securities ofequity interest in, the Company or any RemainCo Subsidiary of its subsidiaries or securities convertible into or exchangeable for such shares or other securities, equity interests or obligating the Company or any RemainCo Subsidiary of its subsidiaries to grant, extend or enter into any such optionsoption, warrantswarrant, callscall, preemptive rights, subscriptions subscription or other securities right, agreement, arrangement or rightscommitment. Except as contemplated by this Agreement or the Rights Agreement and except for the Company's obligations in respect of the Options under the Stock Plans and the Warrants, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) there are no outstanding contractual obligations of the Company or any RemainCo Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities Common Shares or the capital stock of the Company or any RemainCo Subsidiaryof its subsidiaries. Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and, except as set forth in Section 4.2 of the Company Disclosure Schedule, such shares of the Company's subsidiaries are owned by the Company or any securities representing the right to purchase or otherwise receive any other securities by another subsidiary of the Company or by a Director as qualifying shares (all of which are owned beneficially by the Company) in each case free and clear of any RemainCo Subsidiarylien, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities foregoing being a "Lien"). Set forth in Section 4.2 of the Company Disclosure Schedule is a complete and correct list of each subsidiary (direct or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(eindirect) of the Company Disclosure Letter. The and each entity in which the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other less than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person50% equity interest. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum consists of (i) 200,000,000 250,000,000 shares of Company Common SharesStock, 71,043,181 (ii) 3,000,000 shares of Non-Voting Common Stock (the "Non-Voting Common Stock"), and (iii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of which 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock (the "Junior Preferred Stock") and have been reserved for issuance upon the exercise of the rights (the "Company Rights") distributed to the holders of Common Stock pursuant to that certain Stockholder Rights Agreement, dated as of March 27, 2002 (the "Rights Plan"), by and between the Company and American Stock Transfer & Trust Company, as Rights Agent. (b) As of May 27, 2009 (the "Capitalization Date"): (i) 57,194,682 shares of Company Common Stock were issued and outstanding (which number includes 150,000 shares of restricted Company Common Stock (the "Restricted Shares") outstanding pursuant to the Company's 2007 Stock Incentive Plan (the "2007 Stock Plan") and none the Company's 1997 Employee, Director and Consultant Stock Plan (the "1997 Stock Plan", and together with the 2007 Stock Plan, the "Company Stock Plans"); (ii) no shares of which Company Common Stock were held by the Company as treasury shares, in its treasury; (iiiii) 3,992 no shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which Stock were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and ; (iv) 9,992,016 (A) the Company has reserved 6,000,000 shares of unclassified preferred Company Common Stock for issuance under the 2007 Stock Plan, of which options to purchase 3,643,632 shares have been granted and are currently outstanding, (B) the Company has reserved 10,500,000 shares of Company Common Stock for issuance under the Company's 1997 Stock Plan, of which options to purchase 1,493,348 shares have been granted and are currently outstanding and (C) there are no options outstanding under the Company's 1993 Stock Option Plan (the "1993 Stock Plan"); (v) 1,460,061 shares of Company Common Stock were reserved for issuance upon conversion of the Company's outstanding 4.00% Convertible Subordinated Notes due 2011 (the "Convertible Notes"); and (vi) no warrants to purchase shares of Company Common Stock were issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, no par value per share validly issued, fully paid and non-assessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”c) Except as set forth in Section 4.5(b), there have not been reserved for issuance, and there are no outstanding (i) shares of which were issued and outstanding. There are no capital stock or other classes of shares voting securities of the Company and no bonds, debentures, notes or other Indebtedness or Company; (ii) securities of the Company having the right to vote (or convertible into or exercisable exchangeable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued capital stock or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other voting securities of the Company, other than any de minimis issuances of Common Shares Company Options and the Convertible Notes; (iii) Company Options or other rights or options to acquire from the Company, or obligations of the Company to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, as the case may be; or (iv) equity equivalent interests in the ownership or earnings of the Company (the items in clauses (i) through (iv) collectively, "Company Securities"). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. There are no preemptive rights of any kind which obligate the Company to issue or deliver any Company Securities. (d) Other than the issuance of shares of Company Common Stock upon exercise of Company Options, from the Company Balance Sheet Date to the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any Company Securities, and the Company has not issued, sold, repurchased, redeemed or otherwise acquired any Company Securities, and the Board of Directors has not authorized any of the foregoing. (e) As of the date hereof, the Company has not entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person. (f) Prior to the date of this Agreement, the Company has amended the Rights Plan in accordance with its terms (i) to render the exercise, vesting or settlement, as applicable, of any Company Share Rights Plan Awards outstanding as of inapplicable to the close of business on the Capitalization Date in accordance with transactions contemplated by this Agreement and (ii) so that the Company Share Plan Awards and disclosed on Section 3.2(aRights will expire immediately prior to the Effective Time, provided that no Distribution Date (as defined in the Rights Plan) of or Stock Acquisition Date (as defined in the Company Disclosure LetterRights Plan) shall have occurred. (bg) The Company does not own, directly or indirectly, any capital stock or equity securities of any Person. (h) Section 3.2(b4.5(h) of the Company Disclosure Letter sets forth, as in respect of each officer and employee of the close Company, the aggregate amount of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options severance payments that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award payable or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued become payable by the Company to such employee or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which officer in connection with the Company or any RemainCo Subsidiary is bound, Merger under an employment agreement set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) 4.11 of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar CuraGen Corporation Severance Pay Policy (as applicable) ownership, voting or similar securities or interests in for each such Subsidiaryemployee, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Lawsthe "Severance Amount"), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company consists of business on May 6(1) 26,082,608 shares of Preferred Stock, 2022 par value $0.001 per share, of which (a) 7,933,332 have been designated “Series A-1 Convertible Preferred Stock” (the “Capitalization DateSeries A-1 Preferred Stock”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 all of which were are issued and outstanding and none of which were held by the Company as treasury sharesoutstanding, (iib) 3,992 shares of series A preferred shares, no par value (3,449,276 have been designed “Series A A-2 Convertible Preferred SharesStock” (the “Series A-2 Preferred Stock”), 1,715 all of which were are issued and outstanding, and (iiic) 3,992 shares of series 14,700,000 have been designated “Series B preferred shares, no par value Convertible Preferred Stock” (the “Series B Preferred SharesStock”), 1,697 of which were 11,890,321 shares are issued and outstanding and 419,613 shares are reserved for issuance upon exercise of outstanding warrants to purchase Series B Preferred Stock; and (2) 41,000,000 shares of Company Common Stock of which 5,439,820 shares are issued and outstanding and 7,545,158 shares are reserved for issuance upon exercise of outstanding warrants and other options to purchase shares of Common Stock. The Warrants to Purchase Shares of Preferred Stock of the Company, dated August 20, 2008, issued to Silicon Valley Bank and to Venture Lending & Leasing V, LLC, are each exercisable for 147,727 shares of Series B Preferred Stock, at an exercise price per share of $1.10, and the Warrant to Purchase Stock dated April 27, 2010, issued to Silicon Valley Bank, is exercisable for 124,159 shares of Series B Preferred Stock at an exercise price per share of $1.10. There are no outstanding adjustments made or required to be made to the conversion rates applicable to the Preferred Stock set forth in the Charter. Except for the Closing Dividend, there are no declared or accrued but unpaid dividends with respect to any shares of Common Stock or Preferred Stock. The declaration and payment of the Closing Dividend (if any) complies in all respects with the Charter and applicable Law, including Section 170 of the DGCL. Each share of Preferred Stock is convertible to Common Stock on a one-to-one basis. As of the date hereof, there are no other issued and outstanding shares of Company Capital Stock and, as of the Closing Date, no other shares of Company Capital Stock will be issued and outstanding, and (iv) 9,992,016 except for shares of unclassified preferred shares Company Capital Stock issued upon the exercise of Company Options outstanding on the date hereof. Section 2.2(a) of the Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of all of the Company’s securityholders, no par value their domicile addresses and the number of shares, options, warrants or other rights to acquire Company Capital Stock owned by each of them (including all holders of outstanding Company Options, whether or not granted under the Company Stock Plans). With respect to Company Options, Section 2.2(a) of the Disclosure Schedule further indicates whether, as of the date hereof, the holder is an employee of the Company or any of its Subsidiaries, the number of shares of Company Common Stock issuable upon the exercise of each such Company Option, the date of grant, the exercise price per share share, the vesting schedule and expiration date thereof, including the extent to which any vesting has occurred as of the date hereof and the extent to which the vesting of such Company Option will be accelerated by the consummation of the Merger and the other Transactions or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger, and whether each such Company Option qualifies as an incentive stock option, and any additional exercise, conversion or exchange rights relating thereto, if any. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrance, preemptive rights and put or call rights created by applicable Law, the Company’s Charter Documents or any Contract to which the Company is a party or by which it is bound. (“Unclassified Preferred Shares” b) The terms of the Company Stock Plans and the applicable agreements for each Company Option permit the treatment of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the holders of Company Capital Stock or otherwise and, except for Company Options issued pursuant to the 2004 Stock Plan, without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of all forms of agreements and instruments (including all amendments, modifications or supplements thereto) relating to or issued under the Company Stock Plans have been Made Available to Parent, and all agreements to amend, modify or supplement such agreements or instruments from the forms thereof have been Made Available to Parent. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Unvested Common Stock nor is there a similar instrument under any Company Stock Plan or any other Contract relating to such Company Options. (c) ‎ As of the date hereof, (i) all shares of Company Common Stock are fully vested, and (ii) no shares of Company Unvested Common Stock are outstanding. (d) Except for options outstanding on the date hereof to purchase 7,545,158 shares of Company Common Stock under the Company Stock Plans, each such option having been issued under an agreement substantially in the form which has been Made Available to Parent, there are no Contracts to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of any Company Capital Stock or Company Options, or obligating the Company to grant, extend, accelerate the vesting and/or waive any repurchase rights of, change the price of or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no Contracts relating to purchase or sale of any Company Capital Stock (1) between or among the Company and any of its stockholders, other than (x) written contracts pursuant to which such stockholders purchased their shares of Company Capital Stock that have been Made Available to Parent, and (y) written contracts granting the Company the right to purchase unvested shares upon termination of employment or service, or (2) between or among any of the Company’s stockholders. All Company Options and outstanding Company Capital Stock were issued in compliance in all material respects with all applicable federal and state securities Laws, and all shares of Company Capital Stock repurchased by the Company were repurchased in compliance in all material respects with all applicable federal and state securities Laws and all applicable rights of first refusal and other similar rights and limitations. (e) There are no stockholder agreements, voting trusts or other agreements or understandings relating to the voting of any shares of Company Capital Stock, and there are no agreements between the Company or any of its Subsidiaries and any security holder or others, or among any holders of Company Capital Stock, relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (f) Except for the Company’s 2003 Restricted Stock Plan (the “2003 Stock Plan”), Equity Incentive Plan (the “2004 Stock Plan”) and the 2014 Equity Incentive Plan (the “2014 Stock Plan,” together with the Series A Preferred Shares 2003 Stock Plan and the Series B Preferred Shares2004 Stock Plan, the “Company Preferred SharesStock Plans”), no ) neither the Company nor any of its Subsidiaries has ever adopted or maintained any stock option plan or other plan providing for equity compensation of any Person. The Company has reserved 9,821,078 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company and its Subsidiaries, upon the exercise of options and other equity awards granted under the Company Stock Plans, of which were issued 6,275,303 shares are issuable, as of the date hereof, upon the exercise or settlement of outstanding, unexercised, vested awards. Each Company Option has been properly approved by the requisite corporate authority. To the extent required under applicable Law, the Company’s stockholders have properly approved and outstandingthe Company has properly reserved for issuance the shares of Company Common Stock issuable under the Company Stock Plans. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other classes equity awards with respect to the Company or any of shares its Subsidiaries. (g) Section 2.2(g) of the Disclosure Schedule lists all plans and arrangements which are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code). There is no agreement, plan, arrangement or other contract which provides for the gross-up of any taxes or interest imposed on any participant in any Employee Benefit Plan which is a “nonqualified deferred compensation plan” as a result of Section 409A of the Code. Each plan or arrangement that is a nonqualified deferred compensation plan (within the meaning of Section 409A of the Code) has been maintained in compliance with, or is exempt from, Section 409A of the Code and all applicable IRS and Treasury Department guidance issued thereunder in both operation and documentation. Each option outstanding under the Company and Stock Plans was issued with an exercise price which was no less than the fair market value of the underlying stock on the date of grant or is otherwise exempt from Section 409A of the Code. (h) No bonds, debentures, notes or other Company Indebtedness or securities of the Company (i) having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company stockholders may vote authorized(or which is convertible into, issued or outstanding. As of exchangeable for, securities having such right) or (ii) the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance which is in any way based upon or grant of any Common Shares, Company Preferred Shares derived from capital or any other securities voting stock of the Company, other than any de minimis issuances of Common Shares are issued or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close date hereof. (i) The allocation of business on the Capitalization Date Merger Consideration set forth in accordance Section 1.4 hereof is consistent with the Charter. (j) The information contained in the Spreadsheet will be complete and correct as of the Closing Date. (k) The Company Share Plan Awards and disclosed on is subject to the requirements of subdivision (b) of Section 3.2(a2115 of the CGCL pursuant to the terms of such Section 2115. (l) ‎Section 2.2‎(k) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter Schedule sets forthforth a true, correct and complete list, as of the close date hereof, of each Subsidiary of the Company indicating its officers and directors, the record and beneficial owner of all of its issued and outstanding shares of capital stock or other equity interests and its jurisdiction of formation. Except for the Subsidiaries of the Company set forth in Section 2.1 of the Disclosure Schedule, the Company does not own or control, and has never owned or controlled, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or have, or ever had, any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any corporation, partnership, joint venture or other business association or entity. Each Subsidiary of the Company (1) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (3) is wholly-owned by the Company and (4) is qualified to do business and in good standing in every jurisdiction where such qualification is required, except in any jurisdiction where the failure to be so qualified would not have a Material Adverse Effect on the Capitalization DateCompany’s operations in such jurisdiction. No Subsidiary of the Company is in violation of any of the provisions of its organizational documents, and no changes thereto are pending. All the outstanding capital stock or other equity interest of each outstanding Subsidiary of the Company Share Plan Award andis, to the extent applicable, (i) the name (or employee identification number) duly authorized, validly issued, fully paid and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with nonassessable. There are no Contracts to which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any Subsidiary of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, is a party or will be when issued, fully paid, non-assessable and free by which it is bound obligating any Subsidiary of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transferdeliver, register sell, repurchase or sellredeem, or cause to be issued, transferredsold, registered repurchased or soldredeemed, any shares of, of the capital stock or other securities of, the Company or any RemainCo equity interest of such Subsidiary or securities convertible into or exchangeable for obligating such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such optionsContract. There are no outstanding or authorized stock appreciation, warrantsphantom stock, calls, preemptive rights, subscriptions profit participation or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations similar rights with respect to any Subsidiary of the Company. Each entity that was a Subsidiary of the Company and is no longer in existence was dissolved, liquidated, merged or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities consolidated in accordance with its charter documents and the laws of the Company jurisdiction of its incorporation or any RemainCo Subsidiaryorganization in all material respects and there are no outstanding material liabilities or obligations (outstanding, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) ), including Taxes, with respect to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities such entity. A true and correct copy of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) charter documents and bylaws of the Company Disclosure Letter. The Company ownsCompany’s Subsidiaries, beneficially each as amended to date and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by effect on the Company or any Company Subsidiary of securities of any other Company Subsidiary)date hereof, neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment been Made Available to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonParent. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on May 6August 27, 2022 2018 (the “Capitalization Date”Dateˮ), the authorized capital stock of the Company was authorized to issue a maximum consisted of (i) 200,000,000 750,000,000 shares of Company Common SharesStock, 71,043,181 43,614,423 of which were issued and outstanding (including 275,789 shares of Company Common Stock subject to Company Restricted Stock Awards) and none 39,892 of which were held by the Company as treasury sharesstock, and (ii) 3,992 100,000,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares stock of the Company, no par value $0.001 per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”Stockˮ), no shares of which were issued and outstanding. There Except for the foregoing, there are no other classes of shares capital stock of the Company and and, except for the Convertible Notes, there are no bonds, debentures, notes or other Indebtedness or securities Securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of any class of shares capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (Ai) outstanding Company Options to purchase 8,379,746 3,435,494 shares of Company Common Shares, Stock; (Bii) 2,032,586 outstanding Company RSUs, including 40,000 outstanding RSU Awards representing 62,244 shares of Company PRSUs Common Stock; (assuming target performanceiii) and 25,500 275,789 shares of Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, Common Stock subject to Company Restricted Stock Awards; (Civ) rights to purchase a maximum 155,830 shares of 2,657,085 Company Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares Stock reserved for future issuance under the Company Share ESPP; (v) 824,592 shares of Company Common Stock reserved for future issuance under the Company Equity Plans; and (vi) 6,216,950 shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes due 2025 and the Convertible Senior Notes due 2036 (together, the “Convertible Notesˮ). Since From the close of business on the Capitalization DateDate through the date of this Agreement, and except as disclosed on Section 3.2(athere have been (i) no issuances of any Company Common Stock, Company Preferred Stock or any other Securities of the Company Disclosure Letter, there has been no issuance or grant other than issuances of shares of Company Common Stock (A) pursuant to (1) the conversion of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances Convertible Notes outstanding as of Common Shares or other securities the Capitalization Date in accordance with the terms of the applicable Convertible Note Indenture or (2) the exercise, vesting or settlement, as applicable, of any Company Share Plan Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Share Plan Equity Awards or (B) under the Company ESPP in accordance with its terms and disclosed (ii) no grants of any Company Equity Awards or any other equity or equity-based awards. The Conversion Rate (as defined pursuant to the applicable Convertible Note Indenture) of each of the Convertible Notes is set forth on Section 3.2(a) of the Company Disclosure LetterLetter as of the date of this Agreement. (b) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, the Convertible Notes or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of each of the Convertible Note Indentures, the Company ESPP, the Company Equity Plans and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards, and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Equity Award and, and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Shares Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (ivv) the grant date, (vvi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding outstanding, and (vivii) the Company Share Equity Plan in accordance with pursuant to which the award was made. 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 “Company Option Grant Date”Dateˮ) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No The Company does not have any liability in respect of any Company Option has been that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Share Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Share Plan Equity Award or right to purchase Common Shares under the Company ESPP was made in all material respects in accordance with, to with (i) the extent applicable, (A) terms of the applicable Company Share Plan or Company ESPPEquity Plan, (Bii) all applicable securities Laws and any applicable listing and governance rules and regulations of Laws, including the NYSENASDAQ Listing Rules, (Ciii) the Code and (Div) all other applicable Laws. The Company has the requisite power and authority, in accordance with authority under the terms of the applicable Company Share Equity Plan, the applicable award agreements and any other applicable contract, Contract to take the actions contemplated by Section 2.4 2.3 and the treatment of Company Share Plan Equity Awards as described in Section 2.42.3, shall, as of the Effective Time will Time, be binding on the holders of Company Share Plan AwardsEquity Awards purported to be covered thereby. All of the outstanding Shares have Company Common Stock has been issued sold pursuant to an effective registration statement filed in accordance with under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any Securities of the Company. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights Equity Awards, the Convertible Notes or pursuant to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities Securities of, the Company or any RemainCo Subsidiary of its Subsidiaries or securities Securities convertible into or exchangeable for such shares or other securitiesSecurities, or obligating the Company or any RemainCo Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments, ; (iii) outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Securities of the Company or any RemainCo Subsidiaryof its Subsidiaries, or any securities Securities representing the right to purchase or otherwise receive any other securities Securities of the Company or any RemainCo Subsidiary, of its Subsidiaries; (iiii) agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party (A) restricting the transfer of the securities Securities of the Company or any RemainCo Subsidiary of its Subsidiaries or (BA) affecting the voting rights of securities Securities of the Company or any RemainCo Subsidiary of its Subsidiaries (including shareholder stockholder agreements, voting trusts or similar agreements) ); or (ivi) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, securitySecurity-based performance units, “phantom” stock, profit-participation or other security Security rights issued by the Company or any RemainCo Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary of its Subsidiaries based in whole or in part on the value of any securities Securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.2(d) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities Securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities Securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent true and correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than Except for investments in cash equivalents (and ownership by the Company or any Company Subsidiary its Subsidiaries of securities Securities of any other Company Subsidiarythe Subsidiaries of the Company), neither none of the Company nor or any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary Securities or (iii) has any obligation or has made any commitment to acquire any securities Securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (fe) All dividends or distributions on any securities Securities of the Company or any Company Subsidiary of its Subsidiaries that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company as of business on May 6, 2022 (immediately prior to the “Capitalization Date”), the Company was authorized to issue a maximum Closing consists of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 50,000,000 shares of series Series A preferred sharesCumulative Redeemable Preferred Stock, no par value $0.01 per share (the “Series A Preferred SharesStock”), 1,715 of which were no shares are issued and outstanding, and (iiiii) 3,992 450,000,000 shares of series B preferred sharesCommon Stock, no par value (“Series B Preferred Shares”), 1,697 of which were (A) 23,692,164 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (C) no shares are reserved for issuance pursuant to the Company’s Manager Equity Plan. (b) The authorized capital stock of the Company as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement consists of (i) 50,000,000 shares of Series A Preferred Stock, of which no shares are issued and outstanding, and (ivii) 9,992,016 450,000,000 shares of unclassified preferred Common Stock, of which (A) 24,938,883 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares Stock, and the Series B Preferred Shares, the “Company Preferred Shares”), (C) no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right reserved for issuance pursuant to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreementsManager Equity Plan. Except as set forth in the immediately preceding sentence, (C) rights to purchase a maximum as of 2,657,085 Common Shares pursuant to immediately following the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure LetterClosing, there has been are no issuance securities convertible into, or grant of any Common Sharesexchangeable or exercisable for, Company Preferred Shares or any other equity securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (bc) Section 3.2(b) As of immediately following the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, Closing after giving effect to the extent applicabletransactions contemplated by this Agreement, (i) the name (or employee identification number) and country of residence (if outside the U.S.) all of the holder thereofissued and outstanding shares of capital stock of the Company will have been duly authorized, validly issued, fully paid and non-assessable, (ii) all of the number issued and outstanding shares of Common Shares issuable thereundercapital stock of, or other equity interests in, the Company will have been issued in compliance with all applicable federal and state securities Laws, (iii) none of the exercise price issued and outstanding shares of capital stock of the Company will have been issued in violation of any agreement, arrangement or strike price (if any) relating theretocommitment to which the Company or any of its Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iv) there are no outstanding warrants to purchase any shares of capital stock, or other equity interests in, the grant dateCompany. The Shares are not, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or upon issuance will not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Datebe, and the Company has not granted any Company Options that are subject to Section 409A any preemptive rights. The issuance of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under does not contravene the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (cd) Exhibit 21.1 to the Form 10-K sets forth a complete and accurate list of the name and jurisdiction of each Subsidiary of the Company. All of the issued and outstanding Shares shares of capital stock of, or other equity interests in, each such Subsidiary (i) have beenbeen duly authorized, validly issued, and issued in compliance with all applicable federal and state securities Laws, (ii) none of the Common Shares that may be issued and outstanding shares of capital stock of any such Subsidiary have been issued in accordance with violation of any agreement, arrangement or commitment to which the Company, any Subsidiary of the Company Share Plan Awards or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iii) are directly owned of record by the Company or a Subsidiary of the Company, free and clear of all Encumbrances, except as set forth in the Form 10-K. (e) Neither the Company nor any Subsidiary of the Company will be, when issued in accordance with at the respective terms thereof, duly authorized and validly issued and areClosing directly or indirectly own, or will be when issuedhave a direct or indirect ownership interest in, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, any Person (other than differences with respect to a Subsidiary of the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formsCompany). (df) As of Except as set forth in the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPForm 10-K, there are no (i) existing outstanding or authorized options, warrants, calls, preemptive rights, subscriptions convertible or exchangeable securities or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the equity securities or capital stock of the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, of its Subsidiaries or obligating the Company or any RemainCo Subsidiary such Subsidiaries or any of their respective Affiliates to grantissue or sell any membership interest, extend shares of capital stock or enter into such optionsany other interest in, warrants, calls, preemptive rights, subscriptions the Company or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations any of its Subsidiaries. None of the Company or any RemainCo of its Subsidiaries has outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Other than the organizational documents of the Company and its Subsidiaries (including the Charter), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity capital of the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary thereof has any authorized or outstanding bonds, debentures, notes or other indebtedness (i) the holders of which have the right to vote or (ii) convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote, with, in each case, the equity holders of the Company or any of its Subsidiaries on any matter. Except as set forth in the Form 10-K or as provided in any of the organizational documents of the Company, there are no agreements or understandings to which the Company, any of its Subsidiaries or any of their respective Affiliates is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any securities shares of capital stock or other equity interests of, or voting interest in, the Company or any Subsidiary of the Company or (y) vote or dispose of any RemainCo Subsidiaryshares of capital stock or other equity interests of, or any securities representing the right to purchase or otherwise receive any other securities of voting interest in, the Company or any RemainCo SubsidiarySubsidiary of the Company, (iii) including any irrevocable proxies or voting agreements with respect to any Person to which shares of capital stock or other equity interests of, or voting interest in, the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectits Subsidiaries. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The Company’s authorized capital stock consists solely of 600,000,000 shares of Class A Common, of which, 14,165,609 shares are presently issued and outstanding; 200,000,000 shares of Class B Common, of which, 14,039,839 shares are presently issued and outstanding; 6,000,000 shares of Class L Common, of which, 1,543,051 shares are presently issued and outstanding; 2,000,000 shares of Class M Common, of which, 1,612,057 shares are presently issued and outstanding; and 100,000,000 shares of Preferred Stock, none of which are presently issued and outstanding, in each case, which shares are held beneficially and of record by the Persons set forth on Schedule 3.5(a) in the amounts set forth opposite such Person’s name. 1,219,643 shares of the Company’s Class A Common Stock are held as treasury shares. As of the close date hereof, (i) up to 3,410,300 shares of business Class A Common are reserved for issuance upon exercise of all outstanding Class A Options, (ii) 14,039,839 shares of Class A Common are reserved for issuance upon the conversion of Class B Common, (iii) 16,730 shares of Class L Common are reserved for issuance upon exercise of all outstanding Class L Options; and (iv) 1,612,057 shares of Class L Common are reserved for conversion of Class M Common. Except as set forth in this Section 3.5(a) or on May 6, 2022 (the “Capitalization Date”Schedule 3.5(a), the Company was authorized to issue a maximum of does not have (i) 200,000,000 Common Shares, 71,043,181 any shares of which were issued and outstanding and none of which were held by the Company as treasury shares, capital stock or voting securities reserved for issuance or (ii) 3,992 shares any outstanding or authorized option, warrant or other right or agreement of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no any kind to acquire its capital stock or voting securities or other classes of shares of ownership interest in the Company and no bondsor any outstanding securities, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or obligations convertible into or exercisable for securities having the exchangeable for, or giving any Person any right to vote) on subscribe for or acquire from it, any matters on which holders of any class of shares of the Company may vote authorized, issued its capital stock or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under voting securities or other ownership interest in the Company’s 2022 deferral election agreements, (C. Except as set forth in this Section 3.5(a) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based or on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPSchedule 3.5(a), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary of the Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or (ii) voting trusts, proxies or other agreements among the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable and free and clear of any preemptive rights and Liens, other than those set forth on Schedule 3.5(a) and that will be released on or prior to the Closing Date or those created by Newco. (b) All Subsidiaries are listed on Schedule 3.5(b). Except as set forth on Schedule 3.5(b), all of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record by the Company, directly or indirectly, is duly authorized, validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer, Taxes or Liens. Except as set forth on Schedule 3.5(b), there are no (i) authorized or outstanding securities of the Company or any RemainCo Subsidiaryof the Subsidiaries convertible into or exchangeable for, no options or warrants or the right to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any securities representing the right to purchase or otherwise receive any other securities of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries’ stockholders with respect to the voting or transfer of the Subsidiaries’ capital stock, or (iii) outstanding obligations of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation capital stock or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or ownership interests in each such any Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company as of business on May 6, 2022 (immediately prior to the “Capitalization Date”), the Company was authorized to issue a maximum Closing consists of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 50,000,000 shares of series Series A preferred sharesCumulative Redeemable Preferred Stock, no par value $0.01 per share (the “Series A Preferred SharesStock”), 1,715 of which were 1,610,000 shares are issued and outstanding, and (iiiii) 3,992 450,000,000 shares of series B preferred sharesCommon Stock, no par value (“Series B Preferred Shares”), 1,697 of which were (A) 22,143,758 shares are issued and outstanding, (B) 27,437,250 shares are issued and outstanding on a fully-diluted, as converted and as exercised basis, assuming exercise of all Warrants, (C) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (D) no shares are reserved for issuance pursuant to the Company's Manager Equity Plan. (b) The authorized capital stock of the Company as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement (including the Warrant Termination Agreement) consists of (i) 50,000,000 shares of Series A Preferred Stock, of which 1,610,000 shares are issued and outstanding, and (ivii) 9,992,016 450,000,000 shares of unclassified preferred Common Stock, of which (A) 23,683,164 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares Stock, and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares no shares are reserved for issuance pursuant to the Company ESPP were outstanding (determined based on Company's Manager Equity Plan. Except as set forth in the fair market value immediately preceding sentence, as of a Common Share on immediately following the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure LetterClosing, there has been are no issuance securities convertible into, or grant of any Common Sharesexchangeable or exercisable for, Company Preferred Shares or any other equity securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (bc) Section 3.2(b) As of immediately following the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, Closing after giving effect to the extent applicabletransactions contemplated by this Agreement (including the Warrant Termination Agreement), (i) the name (or employee identification number) and country of residence (if outside the U.S.) all of the holder thereofissued and outstanding shares of capital stock of the Company will have been duly authorized, validly issued, fully paid and non-assessable, (ii) all of the number issued and outstanding shares of Common Shares issuable thereundercapital stock of, or other equity interests in, the Company will have been issued in compliance with all applicable federal and state securities Laws, (iii) none of the exercise price issued and outstanding shares of capital stock of the Company will have been issued in violation of any agreement, arrangement or strike price (if any) relating theretocommitment to which the Company or any of its Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iv) there are no outstanding warrants to purchase any shares of capital stock, or other equity interests in, the grant dateCompany. The Shares are not, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or upon issuance will not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Datebe, and the Company has not granted any Company Options that are subject to Section 409A any preemptive rights. The issuance of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under does not contravene the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (cd) Exhibit 21.1 to the Form 10-K sets forth a complete and accurate list of the name and jurisdiction of each Subsidiary of the Company. All of the issued and outstanding Shares shares of capital stock of, or other equity interests in, each such Subsidiary (i) have beenbeen duly authorized, validly issued, and issued in compliance with all applicable federal and state securities Laws, (ii) none of the Common Shares that may be issued and outstanding shares of capital stock of any such Subsidiary have been issued in accordance with violation of any agreement, arrangement or commitment to which the Company, any Subsidiary of the Company Share Plan Awards or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iii) are directly owned of record by the Company or a Subsidiary of the Company, free and clear of all Encumbrances, except as set forth in the Form 10-K. (e) Neither the Company nor any Subsidiary of the Company will be, when issued in accordance with at the respective terms thereof, duly authorized and validly issued and areClosing directly or indirectly own, or will be when issuedhave a direct or indirect ownership interest in, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, any Person (other than differences with respect to a Subsidiary of the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formsCompany). (df) As of Except as set forth in the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPForm 10-K, there are no (i) existing outstanding or authorized options, warrants, calls, preemptive rights, subscriptions convertible or exchangeable securities or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the equity securities or capital stock of the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, of its Subsidiaries or obligating the Company or any RemainCo Subsidiary such Subsidiaries or any of their respective Affiliates to grantissue or sell any membership interest, extend shares of capital stock or enter into such optionsany other interest in, warrants, calls, preemptive rights, subscriptions the Company or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations any of its Subsidiaries. None of the Company or any RemainCo of its Subsidiaries has outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Other than the organizational documents of the Company and its Subsidiaries (including the Charter), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity capital of the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary thereof has any authorized or outstanding bonds, debentures, notes or other indebtedness (i) the holders of which have the right to vote or (ii) convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote, with, in each case, the equity holders of the Company or any of its Subsidiaries on any matter. Except as set forth in the Form 10-K or as provided in any of the organizational documents of the Company or any of its Subsidiaries, there are no agreements or understandings to which the Company, any of its Subsidiaries or any of their respective Affiliates is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any securities shares of capital stock or other equity interests of, or voting interest in, the Company or any Subsidiary of the Company or (y) vote or dispose of any RemainCo Subsidiaryshares of capital stock or other equity interests of, or any securities representing the right to purchase or otherwise receive any other securities of voting interest in, the Company or any RemainCo SubsidiarySubsidiary of the Company, (iii) including any irrevocable proxies or voting agreements with respect to any Person to which shares of capital stock or other equity interests of, or voting interest in, the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectits Subsidiaries. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 10,000,000 shares of Company Common Stock and 640,000,000 shares of Company Preferred Stock. As of the close of business on May 6date hereof, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 5,588,360 shares of series A preferred shares, no par value (“Series A Company Common Stock and 20,967,000 shares of Company Preferred Shares”), 1,715 of which Stock were issued and outstanding, all of which shares were validly issued, fully paid and nonassessable, were issued free of preemptive (or similar) rights and were owned beneficially and of record in the amounts and by the persons set forth in Section 2.3(a)(i) of the Disclosure Schedule delivered by the Company to Parent and Purchaser prior to the execution of this Agreement (the "COMPANY DISCLOSURE SCHEDULE") and (iiiii) 3,992 no shares of series B preferred sharesCompany Common Stock and no shares of Company Preferred Stock were held in the treasury of the Company. Since March 3, 1996, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 options to purchase shares of unclassified preferred Company Common Stock or Company Preferred Stock have been granted and, except as set forth in Section 2.3(a)(ii) of the Company Disclosure Schedule, no shares of Company Common Stock or Company Preferred Stock have been issued. Except as set forth above, there are outstanding (I) no shares of capital stock or other voting securities of the Company, (II) no par value per share (“Unclassified Preferred Shares” and, together with securities of the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no convertible into or exchangeable for shares of which were issued capital stock or voting securities of the Company, (III) no options or other rights to acquire from the Company, and outstandingno obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (IV) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (collectively, "COMPANY SECURITIES"). Except for the provisions of Section 5.10 and for repurchases pursuant to Article X of the Company's By-Laws at the Effective Time, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the issued or unissued capital stock of the Company or any Company Subsidiary of its subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, which the Company or any RemainCo Subsidiary or securities convertible into or exchangeable of its subsidiaries is a party. Except for such shares or other securitiesthe provisions of Section 5.10, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) there are no outstanding contractual obligations of the Company or any RemainCo Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities of Company Securities or the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments capital stock of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personsuch subsidiary or any other entity. (fb) All dividends Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for 380 shares of common stock and 7,215 shares of preferred stock of Santee Dairy, Inc. ("SANTEE"), each of which constitute 49% of all outstanding shares of Santee common stock or distributions on any securities preferred stock, respectively, and are owned by Stater Bros. Markets Inc. ("STATER BROS."), all such shares are owned by the Company or another wholly owned subsidiary of the Company and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever, except where the failure to own such shares free and clear could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 2.3(b) of the Company Subsidiary that have been declared Disclosure Schedule sets forth a complete and correct list of all of the subsidiaries of the Company and all other entities in which the Company (other than through fiduciary investments on behalf of employee retirement accounts) owns, directly or authorized have been paid indirectly, any equity interest, the amount of capital stock or other equity interests owned by the Company, directly or indirectly, in fullsuch subsidiaries or other entities and the percentage of the outstanding capital stock or other equity interests represented by such ownership. The Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the By-Laws, or equivalent organizational documents, of each subsidiary, and copies of all joint venture agreements, stockholder agreements and other agreements with respect to the Company's subsidiaries, in each case as currently in effect. Such Articles of Incorporation and By-Laws, or equivalent organizational documents, and joint venture, stockholder and other agreements are in full force and effect and no other organizational documents or governing agreements are applicable to or binding upon each such subsidiary or the Company's direct or indirect interest therein. No subsidiary of the Company is in violation of any of the provisions of its Articles of Incorporation or By-Laws or equivalent organizational documents.

Capitalization; Subsidiaries. (a) As of the close of business on May 65, 2022 2023 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 the authorized capital stock of which were issued and outstanding and none of which were held by the Company as treasury sharesconsists of (x) 300,000,000 shares of Class A Common Stock, (y) 300,000,000 shares of Class B Common Stock and (z) 30,000,000 shares of Company Preferred Stock and (ii) 3,992 there were outstanding (u) 103,658,998 shares of series Class A preferred sharesCommon Stock, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iiiv) 3,992 zero shares of series Class B preferred sharesCommon Stock, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (ivw) 9,992,016 zero shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”)Stock, no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to votex) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 an aggregate of 227,506 shares of Company Common SharesStock (assuming such Company Options are exercisable in full), (By) 2,032,586 outstanding Company RSUs, including 40,000 outstanding RSU Awards covering an aggregate of not more than 2,955,785 shares of Company PRSUs Common Stock and (z) Company PSU Awards covering an aggregate of not more than 428,018 shares of Company Common Stock (assuming target performancethat (i) and 25,500 for Company RSUs that have been deferred under the Company’s 2022 deferral election agreementsPSU Awards with open performance periods, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) applicable performance goals are achieved at “target” levels and (Dii) 1,711,774 Common Shares reserved for future issuance under the Company Share PlansPSU Awards with closed performance periods, applicable performance goals are achieved at “actual” levels). Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on From the Capitalization Date in accordance with to the date hereof, the Company Share Plan Awards and disclosed on Section 3.2(a) of the has not issued or granted any Company Disclosure LetterCompensatory Awards. (b) Section 3.2(b) As of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding the Company Share Plan Award and, to the extent applicable, has reserved (i) 15,174,884 shares of Company Common Stock under the name (Company Stock Plans for issuance on exercise, vesting or employee identification number) other conversion to Company Common Stock of incentive awards granted under the Company Stock Plans and country of residence (if outside the U.S.) of the holder thereof, (ii) the number 3,500,000 shares of Company Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares Stock for issuance under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment All outstanding shares of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares Common Stock have been, and all of the Common Shares shares that may be issued in accordance with any of pursuant to the Company Share Plan Awards Stock Plans will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of any preemptive rights. The Section 4.05(b) of the Company has made available to Parent Disclosure Letter contains, as of the Capitalization Date, a complete and correct and complete copies list of each outstanding Company Share Plan Option, Company PSU Award and Company RSU Award, including the forms holder (which can be identified by name or identification number), date of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement (with Company PSU Awards disclosed assuming that (i) for Company PSU Awards with open performance periods, that applicable performance goals are achieved at “target” levels and (ii) for Company PSU Awards with closed performance periods, that applicable performance goals are achieved at “actual” levels), exercise price (if applicable), expiration date (if applicable), vesting schedule. (c) Except as provided in Section 4.05(a) and Section 4.05(b), as set forth on Section 4.05(c) of the Company Disclosure Letter and for changes since the Capitalization Date resulting from the exercise, vesting or other conversion to Company Common Stock of Company Compensatory Awards outstanding on such date, there are no outstanding (i) shares of capital stock optionor other equity or voting securities of the Company; (ii) securities of the Company convertible into or exchangeable for, shares of capital stock or other equity or voting securities of the Company; (iii) options, warrants, phantom stock, stock appreciation, profit participation equity, equity-based rights or interests or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock or other equity or voting securities or securities convertible into or exchangeable for capital stock or equity or voting securities of the Company; (iv) shares of restricted stock, restricted stock and restricted units, stock unit agreements evidencing appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, directly or indirectly, any capital stock of, or other securities or ownership interests in, the Company; (v) voting trusts, proxies or similar arrangements or understandings to which the Company Share Plan Awards, and is a party or by which the Company is bound with respect to the foregoing formsvoting of any shares of capital stock of, or other than differences equity or voting interest in, the Company; and (vi) except as provided in the organizational documents of the Company or pursuant to Applicable Law, obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Common Stock. The Company does not have a stockholder rights plan in effect. The Company is not a party to any Contract relating to the number of Common Shares covered therebyvoting of, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent withrequiring registration of, or in addition togranting any preemptive rights, such formsanti-dilutive rights or rights of first refusal or other similar rights with respect to any Company Common Stock. (d) As Each Subsidiary of the Company on the date hereof is listed on Section 4.05(d) of this Agreement, other than the Company Share Plan Awards and rights Disclosure Letter, including, with respect to purchase Common Shares under each Subsidiary of the Company ESPPCompany, there are no (i) existing its name, (ii) its jurisdiction of incorporation, formation or organization, (iii) its form of organization, (iv) the holder(s) of such issued and outstanding equity interests and (v) the Company’s direct and indirect ownership percentage in respect of each such Subsidiary. Except for the Subsidiaries of the Company or as set forth in Section 4.05(d) of the Company Disclosure Letter, (x) the Company does not own any shares of capital stock or any equity interests of any other Person and (y) the Company has not agreed, nor is it obligated to, make any further investment in or capital contribution to any other Person. (e) All outstanding shares of capital stock of the Subsidiaries of the Company are duly authorized, validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable, and all such shares are owned, directly or indirectly, by the Company free and clear of any Liens (other than Permitted Liens). No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, rights agreements, arrangements or other agreements or commitments of any kind obligating the Company or any Company Subsidiary character calling for it to issue, transfer, register deliver or sell, or cause to be issued, transferred, registered delivered or sold, sold any shares of, or other securities of, the Company of its equity interests or any RemainCo Subsidiary or securities convertible into or into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such shares or other securities, equity interests or obligating the Company or any RemainCo such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, rights agreements, arrangements or commitments, (ii) other agreements or commitments of any character. There are no outstanding contractual obligations of any Subsidiary of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation its capital stock or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectequity interests. (ef) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e4.05(f) of the Company Disclosure Letter. The Company owns, beneficially and Letter sets forth (i) a list of record, directly or indirectly, all Indebtedness of the issued Company and outstanding companyits Subsidiaries as of the date of this Agreement, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each including the principal amount of such Subsidiary, free and clear of all Liens Indebtedness (other than any transfer restrictions imposed by applicable securities Laws), or among the Acquired Companies) and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities good faith estimate of the Company or any Company Subsidiary that have been declared or authorized have been paid in fullcash and cash equivalents of the Acquired Companies as of April 30, 2023.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the Company consisted of (i) 475,000,000 shares of Company Class A Common Stock, 95,977,446 shares of which were issued and outstanding as of the close of business on May 6, 2022 the second (2nd) Business Day prior to the date of this Agreement (the “Company Capitalization Date”), the (ii) 475,000,000 shares of Company was authorized to issue a maximum of (i) 200,000,000 Class B Common SharesStock, 71,043,181 18,740,020 shares of which were issued and outstanding and none as of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstandingCapitalization Date, and (iii) 3,992 50,000,000 shares of series preferred stock, of which 20,000 shares were designated Class A preferred stock, par value $100 per share, and 200,000 shares were designated Class B preferred sharesstock, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value $50 per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”)share, no shares of which were issued and outstandingor outstanding as of the Company Capitalization Date. There are no other classes of shares capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Company Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 RSU Awards representing 4,241,390 shares of Company Class A Common SharesStock, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding DSU Awards representing 444,386 shares of Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreementsClass A Common Stock, (C) rights outstanding Company PSU Awards representing 3,886,680 shares of Company Class A Common Stock, assuming maximum levels of achievement with respect to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined any applicable performance-based on the fair market value of a Common Share on the first day of the current offering period) and criteria, (D) 1,711,774 5,022,036 shares of Company Class A Common Shares Stock reserved for future issuance under the Company Share PlansEquity Plan, (E) 18,740,020 shares of Company Class A Common Stock reserved for future issuance in connection with the conversion of shares of Company Class B Common Stock, and (F) outstanding Company CBOAs representing 17,200 shares of Company Class A Common Stock. Since From the close of business on the Company Capitalization Date, and except as disclosed on Section 3.2(a) Date through the date of the Company Disclosure Letterthis Agreement, there has have been no issuance or grant issuances of (I) any Company Common Shares, Company Preferred Shares Stock or any other equity or voting securities of or interests in the Company, Company other than any de minimis issuances of shares of Company Class A Common Shares or other securities in accordance with Stock (1) pursuant to the exercise, vesting or settlement, as applicable, of any the Company Share Plan Equity Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the terms of such Company Share Plan Equity Awards and disclosed on Section 3.2(aor (2) pursuant to the conversion of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, Class B Common Stock outstanding as of the close of business on the Company Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, Date in accordance with the applicable Articles of Incorporation or (II) any Company Share Plan, the applicable award agreements and Equity Awards or any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws equity or an appropriate exemption therefromequity-based awards. (cb) All of the issued and outstanding Shares shares of Company Common Stock have been, and all of the shares of Company Common Shares Stock that may be issued in accordance with any of pursuant to the Company Share Equity Awards or the Company Equity Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of and not issued in violation of any preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock right, purchase option, restricted stock and restricted stock unit agreements evidencing call option, right of first refusal, subscription right or any similar right. Section ‎3.2(b) of the Company Share Plan AwardsDisclosure Letter sets forth, and as of the close of business on the Company Capitalization Date, each outstanding Company Equity Award and, to the extent applicable, (i) the name (or employee identification number) of the holder thereof, (ii) the number of shares of Company Common Stock issuable thereunder (including, with respect to the foregoing formsany performance-based award, other than differences with respect to the number of shares of Company Common Shares covered therebyStock subject to such award assuming target level of performance), and (iii) the grant date, . No Subsidiary of the exercise price, regular vesting schedule and expiration date applicable thereto, no such Company owns any capital stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formsof the Company. (dc) As of the date of this Agreement, other Other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPas set forth in Section ‎3.2(a), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, of capital stock or other equity or voting securities of, or other equity interests of the Company or any RemainCo Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securitiesequity or voting securities or other equity interests, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity or voting securities or other equity interests of the Company or any RemainCo Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other equity or voting securities or other equity interests of the Company or any RemainCo Subsidiaryof its Subsidiaries, (iii) shareholder agreements, voting trusts or similar agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything a party, including any such agreements or trusts (A) restricting the transfer of the securities capital stock or other equity interests of the Company or any RemainCo Subsidiary of its Subsidiaries or (B) affecting the voting rights of capital stock or other equity or voting securities or other equity interests of the Company or any RemainCo Subsidiary (including shareholder agreementsof its Subsidiaries, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary of its Subsidiaries is bounda party, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any capital stock or other equity or voting securities or other equity interests of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e‎3.2(d) of the Company Disclosure LetterLetter sets forth, as of the date of this Agreement, each (i) Subsidiary of the Company and (ii) other Person in whom the Company or any of its Subsidiaries owns any shares of capital stock or other equity or voting securities or other equity interests, in each case other than investments in marketable securities and cash equivalents. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiaryof its Subsidiaries, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of and not issued in violation of any preemptive rightsright, purchase option, call option, right of first refusal, subscription right or any similar right. The Company has made available to Parent correct and complete copies of Except for the currently effective corporate direct or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each indirect Subsidiaries of the Company Subsidiaries are in full force and effect. Other than investments in marketable securities and cash equivalents (and ownership by the Company or any Company Subsidiary equivalents, none of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any shares of capital stock or other equity or voting securities of or other equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such shares, securities or interests, in any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any shares of capital stock or other equity or voting securities of or other equity interests in any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Axle consists of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 20,000,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued Axle Common Stock and outstanding, and (iii) 3,992 5,000,000 shares of series B preferred shares, no par value (“Series B Axle Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstandingStock. As of the close of business on the Capitalization DateFebruary 18, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares2005, (Ba) 2,032,586 outstanding Company RSUs11,850,796 shares of Axle Common Stock were issued and outstanding, including 40,000 outstanding Company PRSUs (assuming target performance) all of which are validly issued, fully paid and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. nonassessable; (b) Section 3.2(bno shares of Axle Preferred Stock were issued or outstanding; (c) 906,514 shares of Axle Common Stock were held in the Company Disclosure Letter sets forth, as treasury of Axle; (d) 484,846 shares of Axle Common Stock were reserved for issuance upon the close exercise of business on outstanding options to purchase Axle Common Stock under the Capitalization Date, each 2003 Plan; (e) 1,216,410 shares of Axle Common Stock were reserved for issuance upon the exercise of outstanding Company Share Plan Award and, options to purchase Axle Common Stock under the extent applicable, 1991 Plan; (f) 7,000 shares of Axle Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Axle Common Stock under the Supplemental Plan; (g) 133,007 shares of Axle Common Stock were available for future grant under the 2003 Plan; (h) no shares of Axle Common Stock were available for future grant under the 1991 Plan; (i) 39,390 shares of Axle Common Stock were available for future grant under the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding Supplemental Plan; and (vij) the Company Share Plan in accordance with which the award was made. Each grant 83,524 shares 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Axle Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to Stock were available for future purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All shares of the issued and outstanding Shares have beenAxle Common Stock are, and all of the shares of Axle Common Shares that may be issued in accordance with any Stock issuable pursuant to the exercise of the Company Share Plan Awards outstanding Axle Options and ESPP Purchase Rights will be, when issued in accordance with the respective terms thereof, duly authorized issued and validly issued granted in compliance with all applicable securities laws and other applicable Laws, and are, or will be when be, duly authorized, validly issued, fully paid, non-assessable paid and nonassessable and free and clear of preemptive rightsany and all Liens. Except as set expressly forth in this Section 4.6(a), there are no other shares of common stock or equity interests or other ownership interests of any class of Axle or any Axle Subsidiary, or any security exchangeable into or exercisable for such equity securities or other ownership interests, issued, reserved for issuance or outstanding. Since February 18, 2005, no shares of Axle Common Stock have been issued or agreed to have been issued by any Acquired Company, except (A) upon the exercise of Axle Options issued and outstanding as of the close of business on February 18, 2005 or (B) if the Effective Time occurs on or after July 1, 2005, as a result of the exercise of ESPP Purchase Rights outstanding on the Announcement Date in a manner consistent with past operation of the ESPP. The Company has made available to Parent correct and complete copies weighted average exercise price of each Company Share Plan and all Axle Options set forth on Schedule 4.6 of the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) Disclosure Schedule is $13.5235. As of the date hereof, $75,878.94 has been contributed to the ESPP since the last bi-annual date that shares of Axle Common Stock were issued pursuant to the ESPP (the "Last ESPP Issuance Date") and following the Last ESPP Issuance Date no funds remained in the ESPP with respect to contributions prior to the Last ESPP Issuance Date. Assuming that the fair market value of Axle Common Stock at the end of the ESPP purchase period in which this Agreement, other Agreement has been executed is greater than the Company Share Plan Awards and rights to fair market value of Axle Common Stock at the beginning of such purchase period, no more than 4,076 shares of Axle Common Shares Stock will be issuable under the Company ESPPESPP in respect of funds contributed to the ESPP if the Effective Time were to occur on or after July 1, there are 2005, and the aggregate ESPP Redemption Amount (with respect to all ESPP Purchase Rights), pursuant to Section 3.5(b), shall not exceed $39,275. Except as set forth on Schedule 4.6 of the Disclosure Schedule, Axle has no (i) existing options, warrants, calls, preemptive rights, subscriptions subsidiaries and owns no equity securities or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments ownership interest of any kind obligating the Company or any Company Subsidiary to issueother corporation, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, partnership or other securities of, the Company entity. Axle is not a participant in any joint venture or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (iisimilar arrangement. Schedule 4.6(a)(ii) outstanding obligations of the Company or any RemainCo Subsidiary Disclosure Schedule is a true and complete schedule of Axle's outstanding indebtedness (including letters of credit, capitalized leases and maximum amounts payable pursuant to repurchase, redeem or otherwise acquire any securities earnout obligations) as of the Company or any RemainCo Subsidiaryclose of business on February 18, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect2005. (eb) Each Company Subsidiary existing Exhibit 21.1 to Axle's Annual Report on Form 10-K for the date fiscal year ended December 28, 2003 sets forth a list of this Agreement is listed on Section 3.2(e) all of the Company Disclosure LetterAxle Subsidiaries and their respective jurisdictions of incorporation. The Company owns, beneficially and of record, directly or indirectly, all All of the issued and outstanding companyshares of capital stock or other equity interests of each Axle Subsidiary are validly issued, partnershipfully paid and non-assessable, corporate are owned by Axle or similar (as applicable) ownership, voting one or similar securities or interests in each such Subsidiarymore Axle Subsidiaries, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonLiens. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Company consists solely of business on May 650,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, 2022 of which 149,786 shares are designated Series A Convertible Preferred Stock ("Series A Preferred") and 20,000 shares are designated Series B Preferred. Immediately prior to the “Capitalization Date”)Closing, the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 9,166,385 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which Common Stock were issued and outstanding, all of which shares were validly issued, fully paid and nonassessable; (iiiii) 3,992 149,459 shares of series B preferred shares, no par value (“Series B A Preferred Shares”), 1,697 of which were issued and outstanding, all of which shares were validly issued, fully paid and nonassessable; and (iviii) 9,992,016 no shares of unclassified preferred shares Common Stock or Preferred Stock were held in the treasury of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, Immediately subsequent to the extent applicableClosing, (i) the name (or employee identification number) and country of residence (if outside the U.S.) Shares shall represent approximately 17.9% of the holder thereof, outstanding shares of Common Stock and no less than 5.9% of the Fully Diluted Common Stock; and (ii) the number of Common Warrant Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A shall represent approximately 7.4% of the Code. Each grant of a Company Share Plan Award or right to purchase Fully Diluted Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromStock. (c) All Except as set forth above in Section 3.3(a) and as set forth in Schedule 3.3(c) hereto, there are no outstanding Equity Securities of the issued Company. Schedule 3.3(c) includes a true and correct table summarizing all outstanding Shares have beenstock options, warrants and all of other rights to acquire from the Common Shares that may be issued in accordance with any Company Equity Securities of the Company Share Plan Awards will beor any Subsidiary, when issued in accordance with including the respective terms thereofidentity and title of the holder, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered therebyshares covered, the grant datevesting schedule therefor, the exercise priceprice therefor, regular vesting schedule and expiration the termination date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formstherefor. (d) As Each of the date outstanding shares of this Agreementcapital stock of each Subsidiary is duly authorized, other than validly issued, fully paid and nonassessable, and, except as set forth in Schedule 3.3(d), all such shares are owned by the Company Share Plan Awards free and rights to purchase Common Shares under the Company ESPPclear of all Liens, and there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments outstanding Equity Securities of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities ofthan such shares. Except as set forth on Schedule 3.3(d), the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recorddoes not own, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are equity interest in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonSubsidiaries. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close date hereof, the authorized capital stock of business on May 6the Company consists of 300,000,000 shares of Company Common Stock and 30,000,000 shares of Company Preferred Stock. As of the date hereof, 2022 the Company has authorized (i) 23,625 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Capitalization DateSeries A Preferred Stock”), (ii) 23,625 shares of Series B Junior Participating Convertible Preferred Stock, par value $0.001 per share (the Company was authorized to issue a maximum “Series B Preferred Stock”) and (iii) 36,900 shares of Series C Preferred Stock. As of April 15, 2013, (i) 200,000,000 122,104,193 shares of Company Common SharesStock were issued and outstanding, 71,043,181 (ii) no shares of which Series A Preferred Stock or Series B Preferred Stock were issued and outstanding, (iii) 36,375 shares of Series C Preferred Stock were issued and outstanding and none (iv) no shares of which Company Common Stock were held by in treasury. As of the date hereof, there were (i) 37,532,585 shares of Company Common Stock reserved for issuance under Company Plans (including, as treasury sharesof April 17, 2013, there were 2,147,183 shares of Company Common Stock issuable upon exercise of outstanding Company Options and 4,628,418 shares underlying Company Stock-Based Awards) and, except as set forth in this clause (i), no other outstanding awards under any Company Plan denominated in or otherwise tied to the value of a share of Company Common Stock, (ii) 3,992 26,944,444 shares of series A preferred shares, no par value (“Company Common Stock reserved for issuance under the outstanding shares of Series A C Preferred Shares”), 1,715 of which were issued and outstanding, Stock and (iii) 3,992 8,700,000 shares of series B preferred sharesCompany Common Stock reserved for issuance under the Company Warrants. Except as set forth above, no par value (“Series B Preferred Shares”)as of April 15, 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”)2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans, the conversion of the Series C Preferred Stock and exercise of the Company Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Schedule sets forth, as of the date hereof, with respect to each Company Option, Company Restricted Share and Company Stock Based Award outstanding under any Company Plan, the number of Shares underlying such award, expiration date and exercise or conversion price, if applicable, relating thereto. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which were the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no outstanding contractual obligations of the Company or any of its Subsidiaries affecting the voting rights of or requiring the repurchase, redemption, issuance, creation or disposition of any equity interests in the Company. Except as set forth in Section 4.2(b) of the Company Disclosure Schedule, since the close of business on April 15, 2013, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or any other equity interests in the Company as of such date, except for issuances pursuant to the exercise, conversion or settlement of Company Options, Company Restricted Shares and outstandingCompany Stock-Based Awards, the Series C Preferred Stock and the Company Warrants. There are no other classes of shares of the Company and no outstanding bonds, debentures, notes or other Indebtedness or securities indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters matter on which holders of any class of shares the stockholders of the Company may vote vote. (c) Each outstanding share of capital stock of, or other equity interests in, each Subsidiary of the Company (i) is (to the extent such concept is applicable) duly authorized, issued validly issued, fully paid, nonassessable and not subject to preemptive rights, and (ii) is owned, directly or outstanding. As of the close of business on the Capitalization Dateindirectly, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to by the Company ESPP were outstanding (determined based on the fair market value or one of a Common Share on the first day its Subsidiaries, free and clear of the current offering period) all Liens and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization DateTransfer Restrictions, and except as disclosed on or such other Person listed in Section 3.2(a4.2(c)(i) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, Schedule as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on owning such share. Section 3.2(a4.2(c)(ii) of the Company Disclosure LetterSchedule contains a true, correct and complete list of all the Subsidiaries of the Company (including their names and jurisdictions of organization), the percentage ownership interest of the Company in each of its Subsidiaries, and the percentage ownership interest of any other Person or Persons in each Subsidiary of the Company, in each case as of the date hereof. (bd) Section 3.2(b4.2(d) of the Company Disclosure Letter Schedule sets forthforth the name, as jurisdiction of organization and the Company’s (or the Subsidiary of the close Company’s) percentage ownership of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued Persons in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company owns, or has the right or obligation to acquire, any RemainCo equity interests (other than any Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary Company) (including shareholder agreementscollectively, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, the “phantom” stock, profit-participation or other security rights issued Investments”). All of the Investments are owned by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo by a Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than Permitted Liens) and Transfer Restrictions. As of the date of this Agreement, except for the capital stock or other equity interests of the Subsidiaries of the Company and the Investments, the Company does not, directly or indirectly, own any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate capital stock or similar (as applicable) ownership, other voting or similar equity securities or interests of each in any Person that is material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or agreement, or are duly authorized and validly issued and are fully paidotherwise obligated, nonto contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement in the ordinary course of business consistent with past practice with respect to wholly-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies owned Subsidiaries of the currently effective corporate Company. There are no shareholder agreements, voting trusts, proxies or other organizational documents for each Company Subsidiary, and such organizational agreements or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by understandings to which the Company or any Company Subsidiary of securities its Subsidiaries is a party or by which it is bound relating to the voting or registration of any other Company Subsidiary)shares of capital stock of the Company, neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonInvestment. (f) All dividends or distributions on any securities Company Options and other equity-based awards under the Company Plans (i) have been granted in compliance with the material terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s certificate of incorporation and bylaws as in effect at the time of the applicable grant, and (ii) are in all material respects accurately disclosed as required by applicable Law in the Company SEC Documents and the financial statements set forth therein. Any actions of the Company, the Company Board of Directors or any its designee referred to in Section 3.3 are valid and binding in accordance with the Company Subsidiary that have been declared or authorized have been paid in fullPlans.

Capitalization; Subsidiaries. (a) As On the date of the close of business on May 6, 2022 (the “Capitalization Date”)Initial Closing, the authorized capital stock of the Company was authorized to issue a maximum of consists of: (i) 200,000,000 Common Shares20,000,000 shares of Preferred Stock, 71,043,181 with a par value of which were issued and outstanding and $0.0001, none of which were held by the Company as treasury shares, is issued or outstanding. (ii) 3,992 150,000,000 shares of series A preferred sharesCommon Stock, no par value (“Series A Preferred Shares”), 1,715 of which were 24,620,829 shares have been duly and validly issued and outstandingare fully paid and nonassessable. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended. (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “The Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were has reserved: (A) outstanding Company Options to purchase 8,379,746 562,192 shares of its Common Shares, Stock for issuance upon the exercise of the Warrants issued at the Initial Closing; (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs 785,728 shares of its Common Stock for issuance upon the exercise of the Warrants (assuming target performanceas defined in the Orphan Note Purchase Agreement); (C) and 25,500 Company RSUs that have been deferred 5,513,324 shares of Common Stock for issuance under the Company’s 2022 deferral election agreements2003 Equity Incentive Plan and 2007 Equity Incentive Plan, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to which 49,127 shares have been issued upon the Company ESPP were outstanding (determined based on the fair market value exercise of a Common Share on the first day of the current offering period) and options; (D) 1,711,774 630,325 shares of Common Shares reserved Stock for future issuance under the Company Share PlansCompany’s 2007 Employee Stock Purchase Plan; and (E) 197,835 shares of Common Stock for issuance under the Company’s 2007 Non-Employee Directors’ Stock Option Plan. Since Options to purchase 3,405,633 shares of Common Stock have been granted under the close of business on the Capitalization DateCompany’s 2003 Equity Incentive Plan, 2007 Equity Incentive Plan, and except 2007 Non-Employee Directors’ Stock Option Plan, and 115,898 shares of Restricted Units have been granted under such plans. Except as disclosed on Section 3.2(a) provided for under the Registration Rights Agreement and that certain Third Amended and Restated Investor Rights Agreement dated as of June 6, 2007 by and among the Company Disclosure LetterCompany, the investors party thereto, there has been are no issuance outstanding rights of first refusal, preemptive rights, phantom stock, stock appreciation rights or grant of other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, either directly or indirectly, to purchase or otherwise acquire or issue any Common Shares, Company Preferred Shares or any other equity securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) On the date of the Company Disclosure Letter sets forthInitial Closing, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of no direct Subsidiaries other than the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws Borrower and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable LawsOrphan. The Company has is the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as sole member of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued Borrower and outstanding Shares have beenOrphan, and all of the Common Shares that may be issued in accordance with any outstanding membership interests of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards Borrower and rights to purchase Common Shares under the Company ESPP, there Orphan are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued owned by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Permitted Liens. There are no outstanding commitments or other obligations of the Borrower or Orphan to issue, and all companyno options, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate warrants or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities rights of any Person other than a Company Subsidiary or (ii) has to acquire, any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities equity interests of the Company Borrower or any Company Subsidiary that have been declared or authorized have been paid in fullOrphan.

Capitalization; Subsidiaries. (a) The authorized capital stock of Broadcom consists of 2,500,000,000 Class A Common Shares, 400,000,000 Class B Common Shares and 6,432,161 shares of Broadcom Preferred Stock, par value $0.0001 per share (“Broadcom Preferred Shares”). As of the close of business on May 626, 2022 (the “Capitalization Date”)2015, the Company was authorized to issue a maximum of there were outstanding (i) 200,000,000 552,968,480 Class A Common Shares, 71,043,181 of which were issued and outstanding and none of which were Shares (with zero Class A Common Shares held by the Company as treasury sharesBroadcom in treasury), (ii) 3,992 shares of series A preferred shares, no par value 48,979,051 Class B Common Shares (“Series A Preferred Shares”with zero Class B Common Shares held by Broadcom in treasury), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B zero Broadcom Preferred Shares”), 1,697 (iv) 12,551,830 Broadcom Stock Options to purchase an aggregate of 12,551,830 Class A Common Shares (of which options to purchase an aggregate of 12,551,705 Class A Common Shares were issued and outstandingexercisable), and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding21,364,759 Broadcom Restricted Stock Units. As of the close of business on May 26, 2015, 23,668,157 shares of Class A Common Shares were authorized for issuance pursuant to the Capitalization DateESPP, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase of which a maximum of 2,657,085 5,000,000 shares of Class A Common Shares pursuant will be issued with respect to the Company Purchase Interval (as defined in the ESPP) in effect under the ESPP were outstanding (determined based on the fair market value date of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plansthis Agreement. Since From the close of business on May 26, 2015 until the Capitalization Datedate of this Agreement, no Broadcom Common Shares or Broadcom Preferred Shares have been issued except for (i) Class A Common Shares issued upon conversion of Class B Common Shares or (ii) Class A Common Shares issued pursuant to the ESPP, upon the exercise of Broadcom Stock Options or upon the settlement of Broadcom Restricted Stock Units, in each case, as outstanding on May 26, 2015 and except as disclosed on Section 3.2(a) in accordance with their terms. All of the Company Disclosure Letteroutstanding Broadcom Common Shares are duly authorized, there has been no issuance validly issued, fully paid, non-assessable and free of preemptive rights. All of the rights granted and not yet exercised to subscribe for shares of Broadcom’s capital stock are duly authorized and free of preemptive rights. As of the date of this Agreement, other than (i) pursuant to Broadcom Equity Plans or grant the ESPP or (ii) the right of any the holders of Class B Common Shares to convert such shares into Class A Common Shares, Company Preferred Shares there are no existing (A) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating Broadcom or any of its Subsidiaries to issue, transfer or sell any capital stock or other securities equity interest in, Broadcom or any of its Subsidiaries, (B) contractual obligations of Broadcom or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Broadcom or any of its Subsidiaries or (C) voting trusts or similar agreements to which Broadcom is a party with respect to the voting of the Company, other than any de minimis issuances of Class A Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure LetterClass B Common Shares. (b) Section 3.2(b) As of the Company Disclosure Letter sets forthMay 26, as 2015, Broadcom has reserved 152,728,467, shares of the close Class A Common Shares for issuance on exercise, vesting or other conversion to Class A Common Shares of business on the Capitalization Date, each outstanding Company Share Plan Award and, equity-based awards granted pursuant to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan AwardsBroadcom Equity Plans. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Class A Common Shares have been, and all of the Common Shares shares that may be issued in accordance with any of the Company Share Plan Awards pursuant to Broadcom Equity Plans will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and areare fully paid and nonassessable. There are no Class A Common Shares that are subject to vesting or forfeiture restrictions. Section 4.2(b) of the Broadcom Disclosure Schedule contains, or will be when issuedas of May 26, fully paid2015, non-assessable a complete and free of preemptive rights. The Company has made available to Parent correct and complete copies list of each Company Share Plan outstanding Broadcom Stock Option, Broadcom Restricted Stock Unit and Broadcom Performance-Based Unit, including the forms date of stock optiongrant, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awardsdate of expiration, and with respect to the foregoing forms, other than differences with respect to the number of Class A Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no subject to such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As award as of the date of this Agreement, exercise price, vesting schedule (including the number of vested and unvested shares as of the date of this Agreement), the number of Class A Common Shares vested and unvested as of the date of this Agreement and whether such award is an “incentive stock option” within the meaning of Section 422 of the Code. (c) All of the issued Equity Interests of each of Broadcom’s Subsidiaries are validly issued, fully paid (to the extent required under the applicable Charter Documents) and nonassessable (to the extent that such concept is applicable) and all such shares other than the Company Share Plan Awards directors’ qualifying shares are owned of record and rights to purchase Common Shares under the Company ESPPbeneficially, there are no (i) existing directly or indirectly, by Broadcom free and clear of all material Liens, pledges, security interests or other encumbrances. No Subsidiary of Broadcom has or is bound by any outstanding subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments agreements of any kind obligating the Company or any Company Subsidiary character calling for it to issue, transfer, register deliver or sell, or cause to be issued, transferred, registered delivered or sold, sold any shares of, or other of its equity securities of, the Company or any RemainCo Subsidiary or securities convertible into or into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such shares or other securities, equity security or obligating the Company or any RemainCo such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, similar agreements, arrangements except, in each case, to or commitments, (ii) with Broadcom or any other Subsidiary of Broadcom. There are no outstanding contractual obligations of the Company or any RemainCo Subsidiary of Broadcom to repurchase, redeem or otherwise acquire any securities of the Company its share capital or other equity interests. (d) Neither Broadcom nor any of its Subsidiaries own any material interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity (other than an interest or investment in a Subsidiary of Broadcom), which interest or investment is material to Broadcom or any RemainCo Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effecttaken as a whole. (e) Each Company Subsidiary existing on the date Neither Broadcom nor any of this Agreement its Subsidiaries has agreed or is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly obligated to make any material future investment in or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests capital contribution to any Person in each such Subsidiary, free and clear of all Liens exchange for equity therein (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate in or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company Broadcom or any Company Subsidiary of securities of any other Company Subsidiaryits Subsidiaries), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends Neither Broadcom nor any of its Subsidiaries has outstanding any bonds, debentures, notes or distributions other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Broadcom or such Subsidiary on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in fullmatter.

Capitalization; Subsidiaries. (a) As of the close of business on May 6September 17, 2022 (the “Capitalization Date”)2010, the authorized capital stock of the Company was authorized to issue a maximum consists of (i) 200,000,000 Common 125,000,000 Shares, 71,043,181 93,184,172 of which were issued and outstanding and none of which were (excluding shares held by the Company as treasury sharesstock) and 5,443,416 of which were reserved for issuance pursuant to the Equity Plans and 124,162 of which were reserved for issuance upon exercise of the Company Warrants, and (ii) 3,992 2,000,000 shares of series A preferred sharesstock, no par value (“Series A Preferred Shares”)$0.001 per share, 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares none of which were issued and outstanding. There are no other classes “Company Warrants” refer to the warrants listed in Section 4.2(a) of the Company Disclosure Schedule. All the outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date hereof, other than (i) pursuant to the Equity Plans and the Company Warrants and (ii) the Company’s 3.75% convertible senior notes due 2027 (the “Convertible Notes”), there are no outstanding options, warrants, calls, stock appreciation rights, phantom stock awards, subscriptions, convertible securities, or any bonds, debentures, notes or other Indebtedness or securities of the Company indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares stockholders of the Company may vote authorized(or that are convertible into securities having such rights), issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements agreements or commitments of any kind to which the Company or any of its Subsidiaries is a party obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, or cause to be issued, transferred, registered or sold, sell any shares of, of capital stock or other securities of, equity interest in the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securitiesequity interests, and there are no voting trusts or obligating similar agreements to which the Company or any RemainCo of its Subsidiaries is a party with respect to the voting of the capital stock of the Company. Section 4.2(a) of the Company Disclosure Schedule sets forth a list, as of September 17, 2010, of (A) all Company Options and other outstanding options to purchase Shares issued under Equity Plans or otherwise, the number of Shares subject thereto, the grant dates, exercise or base prices (if applicable), the vested or unvested status thereof and the names of the holders thereof and (B) all Shares or other Share-based awards that were outstanding but were subject to vesting or other forfeiture restrictions, including Restricted Stock Awards under Equity Plans or otherwise, the grant dates, the vested or unvested status thereof, repurchase price (if any) thereof and the names of the holders thereof, which list accurately sets forth the aggregate number of Shares described in the preceding clauses (A) and (B) (except for de minimis errors and omissions) and, with respect to the other information set forth therein, is true and correct in all material respects. Each of the outstanding shares of capital stock, voting securities or other equity interests of each Subsidiary to grant, extend of the Company is owned by the Company or enter into such another Subsidiary of the Company. There are no outstanding options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements agreements or commitments, (ii) outstanding obligations commitments of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person kind to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything (A) restricting the transfer of the securities of a party obligating the Company or any RemainCo of its Subsidiaries to issue, transfer or sell any shares of issued or unissued, as the case may be, capital stock or other equity interest in any Subsidiary or (B) affecting the voting rights of securities of the Company Company, or any RemainCo Subsidiary (including shareholder agreements, voting trusts securities convertible into or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation exchangeable for shares of capital stock or other security rights issued by the Company or equity interest in any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectCompany. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized Capital Stock of the close Clearwire consists of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 300,000,000 shares of series Clearwire Class A preferred sharesCommon Stock, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 50,000,000 shares of series Clearwire Class B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued Common Stock and outstanding, and (iv) 9,992,016 5,000,000 shares of unclassified preferred shares of the Companystock, no $0.0001 par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on April 30, 2008 (i) 135,618,712 shares of Clearwire Class A Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 28,596,685 shares of Clearwire Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (iii) no shares of Clearwire Capital Stock were held in the Capitalization Datetreasury of Clearwire, (iv) 18,862,169 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire Stock Options, there 740,000 shares of Clearwire Class A Common Stock were (A) subject to outstanding Company Options to purchase 8,379,746 Clearwire restricted stock units and 5,445,317 shares of Clearwire Class A Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) Stock were authorized and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Clearwire Stock Option Plans. Since , (v) 17,806,220 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire Warrants and 17,806,220 shares of Clearwire Class A Common Stock were authorized and reserved for future issuance under the close Clearwire Warrant Agreements, and (vi) no shares of business on the Capitalization Date, and except as disclosed on Preferred Stock were issued or outstanding. (b) Section 3.2(a6.13(b) of the Company Clearwire Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities Schedule sets forth a true and complete list of the Company, other than any de minimis issuances of Common Shares or other securities in accordance outstanding Clearwire Stock Options and Clearwire Warrants with the exercise, vesting or settlement, as applicable, exercise prices thereof and number of any Company Share Plan Awards outstanding shares of Clearwire Class A Common Stock subject thereto as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forthApril 30, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom2008. (c) All Except as set forth in Section 6.13(a) above or in Section 6.13(b) of the issued Clearwire Disclosure Schedule and outstanding Shares have beenexcept for changes since April 30, and all of the Common Shares that may be issued 2008 expressly permitted by Section 10.1(b)(iv), or otherwise consented to in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no outstanding (i) existing shares of Capital Stock of Clearwire and (ii) options, warrants, callsconvertible securities, preemptive rights, subscriptions or other securities or rightssubscriptions, stock appreciation rights, restricted phantom stock awards, restricted plans or stock unit awards, convertible securitiesequivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any kind obligating the Company character issued or authorized by Clearwire or any Company Subsidiary of Clearwire relating to issue, transfer, register the issued or sell, unissued Capital Stock of Clearwire or cause any Subsidiary of Clearwire or obligating Clearwire or any Subsidiary of Clearwire to be issued, transferred, registered issue or sold, sell any shares of Capital Stock of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightsconvertible securities, subscriptions or other securities equity interests in, Clearwire or rightsany Subsidiary of Clearwire. All shares of Capital Stock of Clearwire or any Subsidiary of Clearwire subject to issuance as aforesaid, stock appreciation rightsupon issuance on the terms and conditions specified in the instruments under which they are issuable, restricted stock awardswill be duly authorized, restricted stock unit awardsvalidly issued, convertible securities, agreements, arrangements or commitments, (ii) fully paid and nonassessable. There are no outstanding contractual obligations of the Company Clearwire or any RemainCo Subsidiary of Clearwire to repurchase, redeem or otherwise acquire any securities shares of the Company Clearwire Capital Stock or any RemainCo Subsidiary, Capital Stock of any Subsidiary of Clearwire or to pay any securities representing the right to purchase dividend or otherwise receive make any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, distribution in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person respect thereof or to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any Person. (d) Immediately following the Closing and after giving effect to the Transactions (other than the Adjustment), and excluding changes since April 30, 2008 expressly permitted by Section 10.1(b)(iv) or otherwise consented to in accordance with this Agreement: (i) with respect to NewCo, there will be outstanding (A) a total of 189,215,397 shares of Class A Common Stock (plus up to 740,000 shares of Class A Common Stock issuable on the exercise of restricted stock units, up to 18,862,169 shares of Class A Common Stock issuable on the exercise of Clearwire Stock Options, up to 17,806,220 shares of Class A Common Stock issuable on the exercise of Clearwire Warrants, in each case outstanding immediately prior to the Effective Time and adjusted at the Effective Time in accordance with Sections 2.7 and 2.8) and (B) a total of 505,000,000 shares of Class B Common Stock; (ii) with respect to NewCo LLC, there will be outstanding (A) a total of 694,215,397 Voting Units, (B) 189,215,397 Class A Common Units and (C) 505,000,000 Class B Common Units outstanding; and (iii) except as contemplated by Section 2.8 of the Equityholders’ Agreement, there will be no other outstanding (A) shares of Capital Stock of NewCo or NewCo LLC or (B) options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by NewCo, NewCo LLC or any Subsidiary of NewCo or NewCo LLC relating to the issued or unissued Capital Stock of NewCo or NewCo LLC or obligating NewCo or NewCo LLC to issue or sell any shares of Capital Stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, NewCo or NewCo LLC. (e) The shares of Class A Common Stock to be issued as Merger Consideration and the Class B Common Units, Voting Units, Class A Common Units, shares of Class A Common Stock and shares of Class B Common Stock to be issued in connection with the formation of NewCo LLC, the Merger, the LLC Contribution and the Investments by the Investors pursuant to Articles 1, 2, 3 and 4, respectively, when issued and delivered in accordance with the terms of this Agreement, will have been duly authorized, validly issued, fully paid and nonassessable and free of Encumbrances, preemptive rights or other similar rights, other than Encumbrances created by the Equityholders’ Agreement. (f) All dividends or distributions on any securities Section 6.13(f) of the Company Clearwire Disclosure Schedule, sets forth a correct and complete list of each Subsidiary of Clearwire. Except as set forth in Section 6.13(f) of the Clearwire Disclosure Schedule, Clearwire owns beneficially and of record all of the issued and outstanding Capital Stock of each Subsidiary of Clearwire and does not own an equity interest in any other corporation, association, partnership, limited liability company or any Company other entity, other than in its Subsidiaries. Each outstanding share of Capital Stock of each Subsidiary that have been declared of Clearwire is duly authorized, validly issued, fully paid and nonassessable and each share of Capital Stock of each Subsidiary of Clearwire owned by Clearwire or authorized have been paid in fullanother Subsidiary of Clearwire is free and clear of all Encumbrances.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 250,000,000 shares of Company Common Stock, (ii) 3,000,000 shares of Non-Voting Common Stock (the “Non-Voting Common Stock”), and (iii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of which 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) and have been reserved for issuance upon the exercise of the rights (the “Company Rights”) distributed to the holders of Common Stock pursuant to that certain Stockholder Rights Agreement, dated as of March 27, 2002 (the “Rights Plan”), by and between the Company and American Stock Transfer & Trust Company, as Rights Agent. (b) As of the close of business on May 627, 2022 2009 (the “Capitalization Date”), the Company was authorized to issue a maximum of ): (i) 200,000,000 57,194,682 shares of Company Common Shares, 71,043,181 of which Stock were issued and outstanding (which number includes 150,000 shares of restricted Company Common Stock (the “Restricted Shares”) outstanding pursuant to the Company’s 2007 Stock Incentive Plan (the “2007 Stock Plan”) and none the Company’s 1997 Employee, Director and Consultant Stock Plan (the “1997 Stock Plan”, and together with the 2007 Stock Plan, the “Company Stock Plans”); (ii) no shares of which Company Common Stock were held by the Company as treasury shares, in its treasury; (iiiii) 3,992 no shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which Stock were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and ; (iv) 9,992,016 (A) the Company has reserved 6,000,000 shares of unclassified preferred Company Common Stock for issuance under the 2007 Stock Plan, of which options to purchase 3,643,632 shares have been granted and are currently outstanding, (B) the Company has reserved 10,500,000 shares of Company Common Stock for issuance under the Company’s 1997 Stock Plan, of which options to purchase 1,493,348 shares have been granted and are currently outstanding and (C) there are no options outstanding under the Company’s 1993 Stock Option Plan (the “1993 Stock Plan”); (v) 1,460,061 shares of Company Common Stock were reserved for issuance upon conversion of the Company, no par value per share ’s outstanding 4.00% Convertible Subordinated Notes due 2011 (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred SharesConvertible Notes”), ; and (vi) no warrants to purchase shares of which Company Common Stock were issued and or outstanding. There All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. (c) Except as set forth in Section 4.5(b), there have not been reserved for issuance, and there are no other classes of outstanding (i) shares of the Company and no bonds, debentures, notes capital stock or other Indebtedness or voting securities of the Company; (ii) securities of the Company having the right to vote (or convertible into or exercisable exchangeable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued capital stock or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other voting securities of the Company, other than any de minimis issuances of Common Shares Company Options and the Convertible Notes; (iii) Company Options or other rights or options to acquire from the Company, or obligations of the Company to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, as the case may be; or (iv) equity equivalent interests in the ownership or earnings of the Company (the items in clauses (i) through (iv) collectively, “Company Securities”). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. There are no preemptive rights of any kind which obligate the Company to issue or deliver any Company Securities. (d) Other than the issuance of shares of Company Common Stock upon exercise of Company Options, from the Company Balance Sheet Date to the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any Company Securities, and the Company has not issued, sold, repurchased, redeemed or otherwise acquired any Company Securities, and the Board of Directors has not authorized any of the foregoing. (e) As of the date hereof, the Company has not entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person. (f) Prior to the date of this Agreement, the Company has amended the Rights Plan in accordance with its terms (i) to render the exercise, vesting or settlement, as applicable, of any Company Share Rights Plan Awards outstanding as of inapplicable to the close of business on the Capitalization Date in accordance with transactions contemplated by this Agreement and (ii) so that the Company Share Plan Awards and disclosed on Section 3.2(aRights will expire immediately prior to the Effective Time, provided that no Distribution Date (as defined in the Rights Plan) of or Stock Acquisition Date (as defined in the Company Disclosure LetterRights Plan) shall have occurred. (bg) The Company does not own, directly or indirectly, any capital stock or equity securities of any Person. (h) Section 3.2(b4.5(h) of the Company Disclosure Letter sets forth, as in respect of each officer and employee of the close Company, the aggregate amount of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options severance payments that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award payable or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued become payable by the Company to such employee or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which officer in connection with the Company or any RemainCo Subsidiary is bound, Merger under an employment agreement set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) 4.11 of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar CuraGen Corporation Severance Pay Policy (as applicable) ownership, voting or similar securities or interests in for each such Subsidiaryemployee, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Lawsthe “Severance Amount”), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the close Buyer consists of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 500,000,000 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued Buyer Common Stock and outstanding, and (iii) 3,992 25,000,000 shares of series B preferred shares, no par value (“Series B Buyer Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstandingStock. As of the close of business on the Capitalization DateJuly 20, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares2018, (Bi) 2,032,586 152,990,398 shares of Buyer Common Stock were issued and outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreementsexcluding treasury shares), (Cii) rights to purchase a maximum no shares of 2,657,085 Buyer Common Shares Stock were held by Buyer in its treasury, (iii) no shares of Buyer Preferred Stock were issued and outstanding (excluding treasury shares), (iv) no shares of Buyer Preferred Stock were held by Buyer in its treasury, and (v) 24,039,952 shares of Buyer Common Stock were reserved for issuance pursuant to the Company ESPP were outstanding (determined based on the fair market value any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities Buyer in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding effect as of the close date hereof (of business on which 1,117,785 shares were subject to outstanding options to purchase shares of Buyer Common Stock, 7,597,662 shares were subject to outstanding restricted stock unit awards in respect of shares of Buyer Common Stock, and 1,225,451 shares were subject to outstanding performance stock units granted in respect of shares of Buyer Common Stock). All outstanding shares of capital stock of Buyer have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, right of first offer, preemptive right, subscription right or any similar right under any Law to which Buyer is subject, the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(acertificate of incorporation or bylaws (or similar organizational documents) of the Company Disclosure Letter. (b) Buyer or any contract, agreement or arrangement to which Buyer is a party or is otherwise bound. No shares of capital stock of Buyer are owned by any Subsidiary of Buyer. Except as set forth above in this Section 3.2(b) of the Company Disclosure Letter sets forth4.04, as of the close of business on the Capitalization DateJuly 20, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement2018, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPPBuyer’s 2007 Employee Stock Purchase Plan, there are (A) no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities Buyer convertible into or exchangeable for such shares of capital stock, other equity interests or other securitiesvoting securities of Buyer, (B) no outstanding or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such authorized options, warrants, callspurchase rights, subscription rights, rights of first refusal, preemptive rights, subscriptions conversion rights, exchange rights or other securities contracts or rightscommitments that could require Buyer to issue, sell or otherwise cause to become outstanding any of its capital stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitmentsequity interests, (iiC) no outstanding obligations of the Company or any RemainCo Subsidiary authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Buyer, and (D) no repurchase, redeem redemption or otherwise other obligation to acquire for value any securities shares of the Company any class of capital stock or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities equity interests of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder Buyer. There are no stockholder agreements, voting trusts or similar agreements) other agreements or (iv) outstanding understandings to which Buyer is a party with respect to the holding, voting, registration, redemption, repurchase or authorized equity disposition of, or equity-based compensation awardsthat restricts the transfer of, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation capital stock or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or equity interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonBuyer. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 70,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of the close of business on May 6March 31, 2022 (the “Capitalization Date”)2000, the Company was authorized to issue a maximum of (i) 200,000,000 13,632,709 shares of Common SharesStock were issued and outstanding, 71,043,181 (ii) 4,149,378 shares of which Series A Preferred Stock were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 no shares of series B preferred shares, no par value (“Series B Common Stock or Preferred Shares”), 1,697 of which Stock were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares held in the treasury of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) The First Tranche Shares and the First Tranche Warrants shall represent approximately 13.23% of the Company Disclosure Letter sets forth, Fully Diluted Common Stock and 19.90% of the outstanding shares of Common Stock as of the close of business on First Closing Date. The Second Tranche Shares and the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) Second Tranche Warrants shall represent approximately 8.44% of the holder thereof, (ii) Fully Diluted Common Stock and 13.86% of the number outstanding shares of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, Stock as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromSecond Closing Date. (c) All of the issued Except as set forth above in Section 3.3(a) and outstanding Shares have beenas set forth in Schedule 3.3(c) hereto, and all of the Common Shares that may be issued in accordance except with any respect to options granted to employees --------------- of the Company Share Plan Awards will bein the ordinary course of business, when issued in accordance with there were as of March 31, 2000 no outstanding Equity Securities of the respective terms thereofCompany. Schedule 3.3(c) includes --------------- a true and correct table summarizing all outstanding stock options, duly authorized warrants and validly issued and are, or will be when issued, fully paid, non-assessable and free other rights to acquire Equity Securities of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awardsor any Subsidiary, including the identity and with respect to title of the foregoing forms, holder (other than differences with respect to the holders of the Series A Preferred Stock), the number of Common Shares covered therebyshares covered, the grant datevesting schedule therefor, the exercise priceprice therefor, regular vesting schedule and expiration the termination date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such formstherefor. (d) As Each of the date outstanding shares of this Agreementcapital stock of each Subsidiary is duly authorized, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be validly issued, transferredfully paid and nonassessable, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for and all such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued are owned by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (Liens, and there are no outstanding Equity Securities of any Subsidiary other than any transfer restrictions imposed by applicable securities Laws)such shares. Except as set forth on Schedule 3.3(d) hereto, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paiddoes not own, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate directly or --------------- indirectly, any capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are equity interest in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonSubsidiaries. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was The Company’s authorized to issue a maximum capital stock consists solely of (i) 200,000,000 1,000,000 authorized shares of Class A Common SharesStock, 71,043,181 300,423.160 shares of which were are issued and outstanding as of the date hereof and none (except for any changes resulting from (x) the exercise of which were held by Common Stock Options or Warrants or (y) any conversion of Class A Common Stock into Class B Common Stock or (z) any conversion of Class B Common Stock into Class A Common Stock) as of the Company as treasury sharesClosing Date, (ii) 3,992 1,000,000 authorized shares of series A preferred shares, no par value Class B Common Stock (“Series A Preferred Shares”), 1,715 15,866.820 shares of which were are issued and outstanding), and (iii) 3,992 100,000 authorized shares of series B preferred sharesPreferred Stock, no par value $.001 per share, of which (“w) 21,000 shares have been designated Series A Preferred Stock (20,136.557 shares of which are issued and outstanding), (x) 15,000 shares have been designated Series B Preferred Shares”), 1,697 Stock (13,756.205 shares of which were are issued and outstanding), (y) 18,000 shares have been designated Series C Preferred Stock (17,477.904 of which are issued and outstanding) and (ivw) 9,992,016 1,300 shares of unclassified preferred shares of the Company, no par value per share have been designated Series D Preferred Stock (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no 1,176.648 shares of which were are issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding). As of the close date hereof, the outstanding shares of business Company Stock are held of record by the Persons set forth on Schedule 3.5(a) in the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Companyamounts set forth opposite such Person’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Lettername. (b) Section 3.2(bSchedule 3.5(b) hereto is a list setting forth the holder and exercise price of each Common Stock Option and Warrant outstanding. Except as set forth in Schedule 3.5(b), the Company Disclosure Letter sets forthdoes not have any outstanding options or warrants relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. 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 “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted giving any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or Person any right to purchase Common Shares under the Company ESPP was made in accordance withsubscribe for or acquire from it, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations shares of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromits capital stock. (c) All of the issued and outstanding Shares have beenExcept as set forth in Schedule 3.5(c), and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than in the Company Share Plan Awards and rights to purchase Common Shares under Warrant Agreements, in the Company ESPPSecurities Holders Agreement or in the Shareholders Voting Agreements, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities capital stock of the Company or any RemainCo Subsidiary(ii) voting trusts, proxies or any securities representing other agreements among the right Company’s stockholders with respect to purchase the voting or otherwise receive any other securities transfer of the Company’s capital stock. All of the issued and outstanding shares of capital stock of the Company or any RemainCo Subsidiaryhave been duly authorized, validly issued, are fully paid and are nonassessable. (iiid) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities All Subsidiaries of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is are listed on Section 3.2(e) of the Company Disclosure LetterSchedule 3.5(d). The Company owns, beneficially and of record, directly or indirectlyExcept as set forth on Schedule 3.5(d), all of the issued and outstanding company, partnership, corporate shares of capital stock of each Subsidiary of the Company are directly or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, indirectly owned by the Company free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each except for Permitted Liens. No Subsidiary of the Company Subsidiaries has any outstanding options or warrants relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. There are duly authorized and validly issued and are fully paid, non-assessable and free no (i) outstanding obligations of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each any Subsidiary of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company to repurchase, redeem or otherwise acquire any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary its capital stock or (ii) has any obligation voting trusts, proxies or has made any commitment other agreements among its stockholders with respect to acquire any securities the voting or transfer of any Person or to provide funds to or make any investment (in the form capital stock of a loan, such Subsidiary. All of the issued and outstanding shares of capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities stock of each Subsidiary of the Company or any Company Subsidiary that have been declared or authorized have been duly authorized, validly issued, are fully paid in fulland are nonassessable.