Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 10,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 1.00 per share share, of the Company (the "Company Preferred Stock"). As of May 16, 2000the date of this Agreement, (i) 25,937,281 6,956,838 shares of Company Common Stock were issued and outstanding; , (ii) 791,500, 650,000, 190,000 and 900,000 shares of Common Stock have been authorized and reserved for issuance pursuant to the 1979 Plan, the 1982 Plan, the 1984 Plan and the 1992 Plan, respectively, subject to adjustment on the terms set forth in the applicable Stock Option Plans, (iii) 200,588, 69,546 and 437,851 Options were outstanding under the 1979 Plan, the 1984 Plan and the 1992 Plan, respectively, (iv) no Options were outstanding under the 1982 Plan, (v) no shares of Company Preferred Stock were issued or and outstanding; , (iiivi) 108,262 shares of Common Stock and no shares of Company Common Preferred Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 100,000 shares of Company Common Preferred Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28had been designated as Series A Junior Participating Cumulative Preferred Stock, 1998 held by Intel Corporationpar value $1.00 per share. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as As of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list had no shares of all outstanding options and warrants to purchase Company Common Stock reserved for issuance other than as described above. Section 5.3 of the date hereofCompany Disclosure Schedule sets forth a description of the Common Stock, the record holder thereof Preferred Stock and the exercise prices thereofSeries A Junior Participating Cumulative Preferred Stock. All such issued and outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive (or similar) rights. There are The parties acknowledge and agree that 75,000 shares of Preferred Stock will be designated by the Company as the Series B Stock prior to the Closing Date and up to such amount will be issued to the Rollover Stockholders (as hereinafter defined) prior to the Closing Date in accordance with Section 7.14 hereof. The Series B Stock, when issued, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The Company has no outstanding bonds, debentures, notes or other indebtedness obligations the holders of which have the Company with voting rights right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with voting rights) on any matters on which the stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, on any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoevermatter. Except as set forth in Section 2.3(b) above and for the Options (all of which have been issued under the Company Disclosure ScheduleStock Option Plans), there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, not as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be this Agreement issued, delivered reserved for issuance or soldoutstanding, additional (i) any shares of capital stock or other voting securities of the Company Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (iii) any of its Subsidiaries warrants, calls, options or obligating other rights to acquire from the Company or any Company Subsidiary, and no obligation of its Subsidiaries the Company or any Company Subsidiary to issue, grantany capital stock or voting securities of the Company. Section 5.3 of the Company Disclosure Schedule sets forth a full list of Options, extend including the name of the person to whom such Options have been granted, the number of shares subject to each Option, the per share exercise price for each Option and the vesting schedule for each Option. Except as set forth in Section 2.2 hereof and Section 5.3 of the Company Disclosure Schedule and as provided in the Stock Option Plans, the vesting schedule of all Options shall not be changed or enter into affected by the execution of this Agreement or consummation of the Transactions. Other than the Voting Agreement and other than awards made pursuant to any of the Stock Option Plans, there are no agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any shares of capital stock of the Company or which restrict the transfer of any such securityshares, optionnor does the Company have knowledge of any third party agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares. Other than (i) as set forth above, warrant(ii) awards made pursuant to any of the Stock Option Plans, calland (iii) as expressly contemplated by this Agreement and the Transactions, right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (stock, partnership interests or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute securities of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the CompanySubsidiary. Except as set forth in Section 2.3(c) 5.3 of the Company Disclosure Schedule or and as expressly contemplated by this Agreement and the Transactions, neither the Company Stockholders' Agreementnor any Company Subsidiary is under any obligation, there are no voting trustscontingent or otherwise, proxies or other agreements, commitments or understandings by reason of any character agreement to which register the Company offer and sale or resale of any of its Subsidiaries is a party or by which any of them is bound or, to their securities under the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its SubsidiariesSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 60,000,000 shares of Company Common Stock Stock, par value $0.001 per share, and 5,000,000 (ii) 1,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Company Preferred Stock"”). As At the close of May 16business on August 6, 20002010, (i) 25,937,281 31,946,576 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no including 64,000 shares of Company Common Stock that were held in the treasury outstanding as of the Company; relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), (ivii) no shares of Company Common Stock were held by any Subsidiary of the Company; Company in its treasury, (viii) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 4,150,000 shares of Company Common Stock were reserved for issuance upon exercise pursuant to outstanding awards and rights under the Company’s 1997 Equity Incentive Plan, 1998 Spinoff Option Plan and 2005 Stock Incentive Plan (collectively, the “Company Stock Plans”), of the warrant to purchase the which 2,595,069 shares of Company Common Stock dated October 28were underlying outstanding and unexercised options entitling the holder thereof to purchase a share of Company Common Stock (each, 1998 held by Intel Corporation. None a “Company Option”) and (iv) an aggregate of the outstanding 7,803 shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by reserved for issuance pursuant to the 1997 Employee Stock Purchase Plan. Other than the Company or Options and rights to which acquire Company Common Stock pursuant to the 1997 Employee Stock Purchase Plan, no award to acquire Company Common Stock is outstanding under the Company is Stock Plans or was a partyotherwise. At the close of business on August 6, nor does the 2010, no shares of Company have knowledge of any such right. Preferred Stock were issued and outstanding. (b) Except as set forth above and in Section 2.3(a) 4.2(a), at the close of the Company Disclosure Schedulebusiness on August 6, as of the date hereof2010, no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of From August 6, 2010 until the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution date of this Agreement, there have been no issuances by the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of the shares of Company are, and all shares which may be issued upon Common Stock pursuant to the exercise of stock options and warrants will beCompany Options outstanding as of August 6, when issued2010, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company in accordance with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoevertheir terms. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule4.2(a), as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitmentssubscriptions, stock appreciation rights, phantom stock rights or stock equivalents or other rights, agreements, arrangements or undertakings of any kind commitments (contingent or otherwise) to which of any character issued or authorized by the Company (i) relating to any issued or any unissued capital stock or equity interest of its Subsidiaries is a party or by which any of them is bound the Company, (ii) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other voting securities equity interests in the Company, or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company or (each of any (i), (ii) and (iii), collectively, the “Company Stock Rights”). All outstanding shares of its Subsidiaries or obligating Company Common Stock are, and all shares of Company Common Stock that may be issued prior to the Company or any of its Subsidiaries to issueEffective Time will be when issued, grantduly authorized, extend or enter into any such securityvalidly issued, option, warrant, call, right, commitment, agreement, arrangement or undertakingfully paid and nonassessable. 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 (or options or warrants to acquire any such shares) equity interest of the Company (including any shares of Company Common Stock) or its Subsidiaries. Except as described any Company Stock Rights or to pay any dividend or make any other distribution in respect thereof, or make any investment (in the form of a loan or capital contribution) in, any Person, other than pursuant to the Company Stock Plans. (c) Section 2.3(c4.2(c) of the Company Disclosure ScheduleLetter sets forth a true, complete and correct list, as of August 6, 2010, of (i) all Company Options then outstanding, the date hereofnumber of shares of Company Common Stock subject thereto, there are no stock-appreciation rightsthe grant dates, stock-based performance unitsexpiration dates, "phantom" stock rights the exercise or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on base prices and the revenues, earnings or financial performance, stock price performance or other attribute names of the Company or any of its Subsidiaries or assets or calculated in accordance therewith holders thereof and (ii) all other than ordinary course payments or commissions to sales representatives of outstanding awards under the Company based upon revenues generated by them without augmentation as Stock Plans, the number of shares of Company Common Stock subject thereto, the holders thereof and the vesting schedules thereof. Each outstanding Company Option and other award under a result of Company Stock Plan shall be treated at the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except Effective Time as set forth in Section 2.3(c3.1. (d) of the The Company Disclosure Schedule has no Subsidiaries. The Company does not directly or the Company Stockholders' Agreementindirectly own or have any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, there are no voting trustsor any interest convertible into or exchangeable or exercisable for, proxies any corporation, partnership, joint venture or other agreements, commitments business association or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariesentity.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock Fifteen Million (15,000,000) Shares and 5,000,000 Three Million (3,000,000) shares of preferred stock, par value $.001 .01 per share (the "Company Preferred StockPREFERRED STOCK"). As of May 16, 2000, (i) 25,937,281 the close of business on the day immediately preceding the date hereof: 6,876,140 Shares were issued and outstanding; no shares of Company Common Preferred Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock 231,000 Shares were held in the treasury Company's treasury; and there were outstanding, Existing Stock Options to purchase an aggregate of 674,200 Shares under the Stock Option Plans, respectively (copies of which have previously been made available to Parent and Sub), and there are no stock appreciation rights or limited stock appreciation rights granted under the Stock Option Plans or otherwise outstanding. Since such date, the Company (i) has not issued any Shares other than upon the exercise of Existing Stock Options outstanding on such date, (ii) has not granted any options, warrants or rights or entered into other agreements or commitments to purchase Shares (under the Stock Option Plans or otherwise) and (iii) has not split, combined or reclassified any of its shares of capital stock. All of the Company; (ivoutstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.02(a) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of disclosure letter, dated the date hereof, delivered by the Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant Parent and Sub prior to the Option Plans execution of this Agreement setting forth certain information with respect to certain matters referred to in this Agreement (the "Outstanding Employee OptionsDISCLOSURE LETTER"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); , contains a true, accurate and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedulecomplete list, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) name of the Company Disclosure Schedule, all outstanding options to purchase Company Common each Existing Stock were granted under Company's Option Plans. In connection with the execution of this Agreementholder, the Company has provided to Parent a complete list number of all outstanding options and warrants to purchase Company Common Existing Stock as of the date hereofOptions held by such holder, the record grant date of each such Existing Stock Option, the number of Shares such holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued is entitled to receive upon the exercise of stock options each Existing Stock Option and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoevercorresponding exercise price. Except as set forth in this Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof4.02(a), there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwisei) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or Company, (ii) securities of any of its Subsidiaries or obligating the Company convertible into or any exchangeable for shares of its Subsidiaries capital stock or voting securities or ownership interests in the Company, (iii) options, warrants, rights or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company, (iv) obligations of the Company to grant, extend or enter into any such security, optionsubscription, warrant, call, right, commitmentconvertible or exchangeable security or other similar agreement or commitment relating to any capital stock, agreementvoting securities or other ownership interests in the Company (the items in clauses (i), arrangement (ii), (iii) and (iv) being referred to collectively as "COMPANY SECURITIES") and (v) obligations by the Company or undertakingany of its subsidiaries to make any payments based on the price or value of the Shares. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, Securities and there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on awards outstanding under the revenues, earnings or financial performance, stock price performance or other attribute of the Company Stock Option Plans or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Companyoutstanding stock related awards. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there There are no voting trusts, proxies trusts or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries. (b) The Company is, directly or indirectly, the record and beneficial owner of all the outstanding shares of capital stock of each of its Subsidiaries, free and clear of any lien, mortgage, pledge, charge, security interest or encumbrance of any kind, and there are no irrevocable proxies with respect to any such shares. Except for shares directly or indirectly owned by the Company, there are no outstanding (i) shares or other securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries (or obligations of the Company or any of its Subsidiaries to issue) any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any of the Company's Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as "SUBSIDIARY SECURITIES"), or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 60,000,000 shares of Company Common Stock Stock, $0.01 par value, 50,000 shares of Series A preferred stock, $10 par value ("COMPANY SERIES A PREFERRED STOCK"), 500,000 shares of Series B preferred stock, $10 par value ("COMPANY SERIES B PREFERRED STOCK") and 5,000,000 shares of preferred stock, $10 par value $.001 per share (the "Company Preferred StockCOMPANY PREFERRED STOCK"). As of May 16February 15, 2000, there were (i) 25,937,281 27,375,771 shares of Company Common Stock were issued and outstanding; , (ii) no 8,470,424 shares of Company Preferred Common Stock were issued or outstanding; held in the Company's treasury, and (iii) no shares of Company Common Series A Preferred Stock, Company Series B Preferred Stock were held in the treasury of the Company; (iv) no shares of or Company Common Preferred Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); issued and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporationoutstanding. None of the All issued and outstanding shares of Company Common Stock are subject toduly authorized, nor validly issued, fully paid, nonassessable, free of preemptive rights, and were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(acompliance with all applicable laws. (b) of the The Company Disclosure ScheduleLetter lists all outstanding options, as of the date hereof, no warrants and other rights to purchase shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereofFebruary 15, the record holder thereof 2000 with descriptions of such options, warrants and the exercise prices thereof. All outstanding other rights. (c) Since February 15, 2000, (i) no options, warrants or other rights to purchase shares of Company Common Stock have been granted, and (ii) no additional shares of capital stock of the Company arehave been issued, and all shares which may be issued upon except pursuant to the exercise of outstanding options. (d) Except with respect to the Rights and as set forth in paragraphs (a), (b) and (c) above and in the Company Disclosure Letter, the Company does not have any shares of its capital stock options issued or outstanding and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There there are no outstanding subscriptions, options, warrants, calls, subscriptions, convertible securities, rights or other agreements or commitments obligating the Company or any Subsidiary of the Company to issue, transfer or sell any shares of capital stock of the Company or any Subsidiary of the Company or to repurchase any such shares of capital stock. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness obligations the holders of which have the Company with voting rights right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with voting rights) on any matters on which the stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized or such Subsidiary on any matter. Any equity securities, which were issued and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, reacquired by the Company or one any of its direct or indirect Subsidiaries, free and clear of were so reacquired in compliance with all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiariesapplicable laws, and neither the Company nor any of its Subsidiaries is subject to has any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, liability with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariesthereto.

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 250,000,000 shares of 105,000,000 sharesCompany Common Stock, divided into 100,000,000 of which 60,376,616 were issued and 49,995,262 outstanding as of October 24, 2017 (the “Measurement Date”), including 113,893 shares of Company Common Stock subject to Company Restricted Stock Awards subject solely to time-based vesting and 5,000,000 396,500 shares of Company Common Stock subject to Company Restricted Stock Awards subject in whole or in part to performance-based vesting at target performance levels; and (ii) 10,000,000 shares of convertible preferred stock, par value $.001 per share (of which 1,535,398 were issued and outstanding as of October 24, 2017. All of the "outstanding Company Preferred Stock")Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of May 16, 2000, the Measurement Date: (iA) 25,937,281 5,638,122 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of subject to issuance pursuant to outstanding Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (viiB) 36,764 4,688,237 shares of Company Common Stock were reserved for issuance upon exercise the conversion of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are Series A Preferred Stock, subject to, nor were they issued to adjustment on the terms set forth in violation the Certificate of any, purchase option, call option, right Designation and Company Certificate of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightIncorporation. Except as set forth above and in Section 2.3(a) above, at the close of business on the Company Disclosure Schedule, as of the date hereofMeasurement Date, no shares of voting or non-voting capital stock, other equity interests, or other voting securities stock of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of the Company Disclosure Scheduleor options, all outstanding options warrants, convertible or exchangeable securities, stock-based performance units or other rights to purchase acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of the Company Common Stock were granted under Company's Option Plansother than the issuance of Company Common Stock upon the exercise of Company Common Stock Options. In connection with Prior to the execution date of this Agreement, the Company has provided to Parent a complete list schedule including each outstanding Company Compensatory Award and, with respect to each such outstanding Company Compensatory Award, each holder thereof, the number of all outstanding options and warrants to purchase shares of Company Common Stock subject to each such Company Compensatory Award, vesting schedule and exercise or base price, as applicable. (b) Except as set forth in the Company’s Certificate of Incorporation or Certificate of Designation, (i) none of the date hereofoutstanding Company Common Stock or Company Series A Preferred Stock is entitled or subject to any preemptive right, right of repurchase, right of participation or any similar right; (ii) none of the record holder thereof outstanding Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of any of the Acquired Companies; and (iii) there is no contract to which any of the exercise prices thereofAcquired Companies is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Company Common Stock or Company Series A Preferred Stock. All None of the Acquired Companies is under any obligation, nor is any of the Acquired Companies bound by any contract pursuant to which it will become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock, Company Series A Preferred Stock or other securities. (c) Except as set forth in Section 4.3(c) of the Company areDisclosure Schedule, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There there are no bonds, debentures, notes or other indebtedness of the Company with voting rights Acquired Companies issued and outstanding having the right to vote (or convertible into, or exercisable or exchangeable for, for securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. (bd) Except as set forth in Section 2.3(b4.3(d) of the Company Disclosure Schedule sets forth and for changes since October 24, 2017 resulting from the number exercise or settlement of authorized and Company Compensatory Awards outstanding on such date, there was no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is based on or derived from, the value of any shares of capital stock, and ownership thereof, of each stock of the Company's Subsidiaries; (ii) outstanding security, instrument, bond, debenture or note that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Section 4.3(e) of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary”) and its jurisdiction of organization. All of the outstanding shares of capital stock of each of the Company's Subsidiaries Company Subsidiary have been duly authorizedauthorized and validly issued and are fully paid, validly issued, fully paid nonassessable and nonassessable, are not subject to, and were not issued in violation of, any to preemptive (or similar) rights, and are ownedowned by the Company, of record and beneficially, by another Company Subsidiary or by the Company or one of its direct or indirect Subsidiariesand another Company Subsidiary, free and clear of all Liens pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever, other than Permitted Encumbrances. Except as set forth in Section 2.3(b) As of the Company Disclosure Scheduledate of this Agreement, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements stock-based performance units or undertakings of any kind (contingent or otherwise) contracts to which the any Company or any of its Subsidiaries Subsidiary is a party or by which any of them Company Subsidiary is bound obligating the any Company or any of its Subsidiaries Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company of, or any of its Subsidiaries to issue, grant, extend security convertible or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire exchangeable for any shares of capital stock of, any Company Subsidiary. (or options or warrants to acquire any such sharesf) of Except for its interests in the Company or its Subsidiaries. Except as described in Section 2.3(c) of , the Company Disclosure Scheduledoes not own, as of the date hereofdirectly or indirectly, there are no any capital stock-appreciation rights, stock-based performance unitsmembership interest, "phantom" stock rights partnership interest, joint venture interest or other agreements, arrangements or commitments of equity interest in any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its SubsidiariesPerson.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock 230,000,000 Shares and 5,000,000 1,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock"”). As of May 16July 22, 20002005, (iA) 25,937,281 165,097,838 shares of Company Common Stock (other than treasury shares) were issued and outstanding; , all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (iiB) no shares of Company Preferred Stock were issued or outstanding; (iii) no 0 shares of Company Common Stock were held in the treasury of the Company or by the Company Subsidiaries, (C) 9,613,401 (not including an additional 17,286,801 conditional options granted under the Company; (iv’s 2001 Stock Option Plan) no shares of Company Common Stock were held by any Subsidiary issuable (and such number was reserved for issuance) upon exercise of the Company; (v) 4,177,869 Company Options outstanding as of such date, and 9,100 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Preferred Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described for the Company Options set forth in Section 2.3(asection (C) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof prior sentence and the exercise prices thereof. All outstanding shares of capital stock of the Company are, Warrants and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as agreements set forth in Section 2.3(b) 3.3 of the Company Disclosure Schedule, there are no restrictions options, warrants or other rights, agreements, arrangements or commitments of any kind character to which prevent the payment of dividends Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued capital stock or other Equity Interests of the Company's SubsidiariesCompany or any Company Subsidiary, and neither or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company nor or any Company Subsidiary to issue or sell any shares of capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company or any Company Subsidiary. Since March 31, 2005, the Company has not issued any shares of its Subsidiaries is subject to any obligation capital stock, or requirement to provide funds securities convertible into or exchangeable for such capital stock or to make any investment (other Equity Interests, other than those shares of capital stock reserved for issuance as set forth in the form of a loan this Section 3.3 or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) 3.3 of the Company Disclosure Schedule. The Company has previously provided Parent with a true and complete list, as of the date hereof, of the prices at which outstanding Company Options may be exercised under the applicable Company Stock Option Plan, the number of Company Options outstanding at each such price and the vesting schedule of the Company Options. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth in Section 3.3 of the Company Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings contractual obligations of any kind (contingent or otherwise) to which the Company or any Company Subsidiary (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of its Subsidiaries is a party first refusal with respect to, (D) requiring the registration for sale of, or by which (E) granting any preemptive, antidilutive or other similar right with respect to, any shares of them is bound obligating Company Common Stock or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary. Except as set forth in Section 3.1 of its Subsidiaries to issuethe Company Disclosure Schedule, deliver or sell, or cause to be issued, delivered or sold, additional shares each outstanding share of capital stock or other voting securities of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company or another Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any 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, commitment, agreement, arrangement or undertakingnature whatsoever. There are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of its Subsidiaries to repurchasea loan, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent contribution or otherwise) pursuant to which in, any Person is Company Subsidiary or may be entitled to receive any payment other person, other than guarantees by the Company of any indebtedness or other value based on the revenues, earnings or financial performance, stock price performance or other attribute obligations of the a wholly-owned Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its SubsidiariesSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares20,000,000 Shares, divided into 100,000,000 10,000,000 Class B Shares and 500,000 shares of Company Common Stock and 5,000,000 shares of preferred stockPreferred Stock, no par value $.001 per share (share. At the "Company Preferred Stock"). As close of May 16business on September 26, 20001997, (i) 25,937,281 shares of Company Common Stock 8,086,951 Shares were issued and outstanding; , (ii) no shares of 83,287 Shares were held by the Company Preferred Stock were issued or outstanding; in its treasury, (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock 1,506,163 Shares were reserved for issuance upon exercise of the warrant options to purchase Shares ("Company Stock Options") issued pursuant to the Company Common Company's stock option plans, (iv) 307,374 shares were reserved for issuance under the Company's Associate Stock dated October 28Purchase Plan and 477,786 shares were reserved for issuance under the Company's 1992 Stock Award Plan, 1998 held by Intel Corporation. None (v) 1,190,954 Shares were reserved for issuance upon conversion of the Company's 7% Convertible Subordinated Debentures due May 15, 2006 (the "Convertible Debentures"), (vi) 4,518,817 Class B Shares were issued and outstanding shares of Company Common Stock are subject to, nor and (vii) no Class B Shares were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created held by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightin its treasury. Except as set forth above and in Section 2.3(a) of the Company Disclosure Scheduleabove, as of the date hereofof this Agreement, no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There Except as set forth above, there are no bonds, debentures, notes or other indebtedness of the Company with voting rights having the right to vote (or convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Scheduleabove, as of the date hereofof this Agreement, there are no outstanding not any securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c(ii) to vote or to dispose of any shares of the Company Disclosure Schedule, as capital stock of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariessubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 500,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock"”). As of May 16October 31, 20002014 (the “Company Capitalization Date”), (ii)(A) 25,937,281 shares of 307,605,860 Company Common Stock Shares were issued and outstanding; outstanding (each together with a preferred share purchase right (the “Company Rights”) issued pursuant to the Rights Agreement dated as of April 22, 2014 (the “Rights Plan”) between the Company and ▇▇▇▇▇ Fargo Bank, N.A., as Rights Agent (as defined in the Rights Plan), (B) 9,707,230 Company Shares were held in treasury and (C) no Company Shares were held by Subsidiaries of the Company, (ii) 16,451,609 Company Shares were reserved and available for issuance pursuant to the Company Equity Plans and (iii) no shares of Company Preferred Stock were issued or outstanding; (iii) no outstanding and 400,000 shares of Company Common were designated as Series A Junior Participating Preferred Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of under the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationRights Plan. None of All the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company Shares are, and all shares which may be issued upon the exercise of stock options and warrants will Company Shares reserved for issuance as noted above shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to any kind free of preemptive (or similar) pre-emptive rights. There are no bondsAll issued and outstanding shares of capital stock of, debentures, notes or other indebtedness equity interests in, each Significant Subsidiary of the Company with voting rights (are wholly owned, directly or convertible intoindirectly, or exchangeable for, securities with voting rights) on any matters on which stockholders of by the Company may votefree and clear of all Liens, other than Company Permitted Liens. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b3.2(a) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, above and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contributionSection 3.9(g) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedulebelow, as of the date hereofof this Agreement: (i) the Company does not have any shares of capital stock issued or outstanding other than the Company Shares that were outstanding on the Company Capitalization Date or that have become outstanding after the Company Capitalization Date but were reserved for issuance as set forth in Section 3.2(a) above as of the Company Capitalization Date and (ii) other than the Company Rights and the Rights Plan, there are no outstanding securitiessubscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, convertible agreements or exchangeable securities, commitments, agreements, arrangements commitments relating to the issuance of capital stock or undertakings of any kind (contingent or otherwise) other equity interests to which the Company or any of its the Company Subsidiaries is a party or by which any of them is bound otherwise obligating the Company or any of its the Company Subsidiaries to (A) issue, deliver transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of in the capital stock or other voting securities equity interests of the Company or of any of its Subsidiaries Company Subsidiary or obligating securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or any a wholly owned Subsidiary of its Subsidiaries to issue, the Company); (B) grant, extend or enter into any such securitysubscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares in its capital or other equity interests; (D) provide a material amount of funds to, agreementor make any material investment (in the form of a loan, arrangement capital contribution or undertakingotherwise) in, any Company Subsidiary that is not wholly owned or any other Person or (E) make any payment to any Person the value of which is derived from or calculated based on the value of the Company Common Stock or Company Preferred Stock. There are no outstanding contractual obligations Since the Company Capitalization Date until the date of this Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company or any Company Subsidiaries. (c) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of its Subsidiaries which have the right to repurchase, redeem or otherwise acquire any shares of capital stock vote (or options which are convertible into or warrants exercisable for securities having the right to acquire any such sharesvote) of with the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute stockholders of the Company or any of its Subsidiaries or assets or calculated in accordance therewith Company Subsidiary on any matter. (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated herebyd) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there There are no voting trusts, proxies trusts or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of the capital stock or other equity interest of the Company or any of its SubsidiariesCompany Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 40,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 per share Preferred Stock (the "Company Preferred Stock"), each having a par value of $0.01 per share. As At the close of May 16, 2000, business on the date hereof (i) 25,937,281 32,252,752 shares of Company Common Stock were issued and outstanding; outstanding (excluding 196,400 shares of Company Common Stock held in treasury) all of which are validly issued, fully paid and nonassessable, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no 196,400 shares of Company Common Stock were held in the treasury of the by Company; , (iviii) no 105,693 shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved available for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (viiiv) 36,764 4,907,820 shares of Company Common Stock were reserved for issuance upon the exercise of the warrant outstanding options to purchase the Company Common Stock dated October 28under the 1982 Option Plan, 1998 held by Intel Corporation. None of the outstanding (v) 1,099,893 shares of Company Common Stock are subject towere available for future grant under the 1982 Option Plan, nor (vi) 190,000 shares of Company Common Stock were they issued in violation reserved for issuance upon the exercise of any, outstanding options to purchase option, call option, right Company Common Stock under the Company's Nonemployee Director Plan; and (vii) 110,000 shares of first refusal, preemptive right, subscription right or any similar right created by Company Common Stock were available for future grants under the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightNonemployee Director Plan. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as As of the date hereof, no shares of voting Company Preferred Stock were issued or non-voting capital stock, other equity interests, or other voting securities outstanding and 350,000 shares of Company Series A Preferred were reserved for issuance upon exercise of the Company Rights, and 100,000 shares of Company Series B Preferred Stock were issued, reserved for issuance or outstandingpursuant to the Company Option Agreement. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding options as to purchase the date of the Agreement: (i) the name of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock were granted under Company's subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option Plans. In connection with was granted; and (vi) whether the execution exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has provided to Parent a complete list granted such Company Stock Options that are currently outstanding and the form of all outstanding options and warrants to purchase stock option agreement evidencing such Company Stock Options. All shares of Company Common Stock as of subject to the date hereofissuance aforesaid, upon issuance on the record holder thereof terms and conditions specified in the exercise prices thereof. All outstanding shares of capital stock of the Company areinstrument pursuant to which they are issuable, and all shares which may would be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similarnon accessible. Except as set forth in Section 2.3(a) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (Schedule, there are no commitments or convertible into, or exchangeable for, securities with voting rights) on agreements of any matters on character to which stockholders the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. All outstanding shares of Company may voteCommon Stock and all outstanding Company Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure ScheduleSchedule or as set forth in Section 2.3(a) hereof and except for the Stock Option Agreement, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securitiessubscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), convertible commitments or exchangeable securities, commitments, agreements, arrangements or undertakings agreements of any kind (contingent or otherwise) character to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock stock, partnership interests or other voting securities similar ownership interests of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such securitysubscription, option, warrant, equity security, call, right, commitment, commitment or agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as As of the date hereofof this Agreement, except as contemplated by this Agreement and except for the Company Rights Plan, there are no stock-appreciation rightsregistration rights and there is, stock-based performance unitsexcept for the Company Voting Agreements and the Company Rights Plan, "phantom" stock no voting trust, proxy, rights plan, antitakeover plan or other agreements, arrangements agreement or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character understanding to which the Company or any of its Subsidiaries is a party or by which any of them it is bound or, with respect to the Knowledge (as defined herein) any equity security of any class of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock . Stockholders of the Company or any of its Subsidiarieswill not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 500,000,000 shares of Company Common Stock and 5,000,000 50,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 165, 20002017, (i) 25,937,281 58,992,572 shares of Company Common Stock were are issued and outstanding; outstanding of which (i) 108,480 shares are Company Restricted Stock Rights, as set forth in Section 4.03(b), and (ii) 568,847 shares are held in the Company’s treasury, no shares of Company Preferred Stock were preferred stock are issued or outstanding; (iii) and outstanding and no shares of Company Common Stock were or preferred stock are held in the treasury by a Subsidiary of the Company; (iv) no . All outstanding Shares are, and any additional shares of Company Common Stock were held issued by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant after the date hereof and prior to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were Effective Time will be, duly reserved for future issuance pursuant authorized and validly issued, fully paid and nonassessable, and not subject to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they or issued in violation of any, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above in this Section 4.03(a) and in Section 2.3(a) for changes after the date hereof resulting from the vesting of awards granted pursuant to the Company Disclosure Schedule, as of Equity Plans outstanding on the date hereof, there are no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of voting securities or ownership interests in the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteCompany. (b) As of May 5, 2017, (i) 364,865 Company Stock Options are outstanding, (ii) 487,404 Company Performance RSUs are outstanding, (iii) 108,480 Company Restricted Stock Rights are outstanding and (iv) 1,090,260 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the Company Equity Plans. Section 2.3(b4.03(b) of the Company Disclosure Schedule Letter sets forth a true and complete list (which shall be updated not later than five (5) days prior to the Effective Time) of each outstanding award granted pursuant to the Company Equity Plans, including, as applicable, the holder, date of grant, vesting schedule and number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not Company Common Stock subject to, and were not issued in violation of, any preemptive thereto (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoeverassuming target level performance). Except as set forth in this Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule4.03(b), as of the date hereof, there are no Company Stock Rights. (c) As of May 5, 2017, (i) 73,572 Fidelity & Guaranty Life Holdings stock options are outstanding, (ii) no Fidelity & Guaranty Life Holdings restricted stock units are outstanding, (iii) no Fidelity & Guaranty Life Holdings dividend equivalents are outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind and (contingent or otherwiseiv) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional no shares of capital Fidelity & Guaranty Life Holdings common stock or other voting securities are authorized and reserved for future issuance pursuant to the Subsidiary Stock Plans. Section 4.03(c) of the Company Disclosure Letter sets forth a true and complete list (which shall be updated not later than five (5) days prior to the Effective Time) of each outstanding award granted pursuant to the Subsidiary Stock Plan or the Fidelity & Guaranty Life Holdings 2012 Dividend Equivalent Plan, as applicable, including, as applicable, the holder, date of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such securityexercise price, optionvesting schedule and number of shares of Fidelity & Guaranty Life Holdings common stock subject thereto. Except as set forth in this Section 4.03(c), warrant, call, right, commitment, agreement, arrangement or undertaking. there are no Subsidiary Stock Rights. (d) 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 (Shares or options Company Stock Rights or warrants to acquire pay any such shares) of the Company dividend or its Subsidiariesmake any other distribution in respect thereof. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there There are no stock-appreciation rightsstockholder agreements, stock-based performance units, "phantom" stock rights voting trusts or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisitionvoting, voting registration, redemption, repurchase or disposition of of, or that restricts the transfer of, any shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries. (e) As of the date hereof, neither the Company nor any of its Subsidiaries has provided any guarantee with respect to material indebtedness of another Person, other than the Company or any wholly-owned Subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock (i) 50,000,000 Shares and 5,000,000 (ii) 1,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock"”). As , of May 16which 50,000 have been designated by the Company Board as Series B Junior Participating Preferred Stock and are issuable upon exercise of the Rights under the Rights Agreement. (b) At the close of business on January 8, 2000, 2010: (i) 25,937,281 shares of Company Common Stock 2,838,683 Shares were issued and outstanding; , (ii) 2,028,297 Shares were held in treasury, (iii) 53,000 Shares were reserved for issuance under the Amended and Restated K-Tron International, Inc. 1996 Equity Compensation Plan, as amended, (iv) 182,500 Shares were reserved for issuance under the K-Tron International, Inc. 2006 Equity Compensation Plan, as amended on May 11, 2007 and (v) no shares of Company Preferred Stock were issued or and outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Scheduleabove, as of the date hereofJanuary 8, 2010, no shares of voting or non-voting capital stock, other equity interests, or other voting securities Securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all All issued and outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company areShares have been, and all shares which Shares that may be issued upon pursuant to (x) the exercise of stock options outstanding Company Stock Options or Company SARs and warrants (y) Company RSUs will be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to no preemptive or similar rights. The Company has never declared or paid any kind dividend or distribution in respect of preemptive (the Shares, and since October 3, 2009 has not repurchased, redeemed or similar) rightsotherwise acquired any Shares or issued any Company Stock Options, Company SARs, Company RSUs or Unvested Restricted Stock. There are no accrued and unpaid dividends or other distributions with respect to any outstanding Shares, and no Company Subsidiary owns, holds or has any interest in any Shares. (c) Section 3.3(c) of the Company Disclosure Letter sets forth each Company Equity Plan for which awards remain in effect as of the date hereof. The Company has made available to Parent accurate and complete copies of all stock equity plans pursuant to which the Company has granted Company Stock Options, Company SARs, Company RSUs and Unvested Restricted Stock and the forms of all award agreements evidencing such Company Stock Options, Company SARs, Company RSUs and Unvested Restricted Stock. No material changes have been made to such forms in connection with any award. There are no outstanding options to purchase Shares, restricted Shares or restricted stock units or other equity-based awards associated with Shares that were issued other than pursuant to any Company Equity Plan and set forth in Section 3.3(d), (e), (f) and (g) of the Company Disclosure Letter. (d) As of the date hereof, 53,000 Shares are subject to issuance pursuant to Company Stock Options granted and outstanding under the Company Equity Plans and no Shares are subject to issuance pursuant to Company SARs granted and outstanding under the Company Equity Plans. Section 3.3(d) of the Company Disclosure Letter sets forth the following information with respect to each Company Stock Option and each Company SAR outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company Stock Option or Company SAR was granted; (ii) the name of the holder of such Company Stock Option or Company SAR; (iii) the number of Shares or rights subject to such Company Stock Option or Company SAR; (iv) the exercise price of such Company Stock Option or Company SAR; (v) the date on which such Company Stock Option or Company SAR was granted; (vi) the extent to which such Company Stock Option or Company SAR is vested and exercisable as of the date of this Agreement and the times and extent to which such Company Stock Option or Company SAR is scheduled to become vested and exercisable after the date of this Agreement, including any events that would result in any acceleration of such vesting or exercisability; (vii) whether the Company Stock Option is an incentive stock option or a nonqualified stock option and (viii) the date on which such Company Stock Option or Company SAR expires. Except as set forth in Section 3.3(d) of the Company Disclosure Letter, the exercise price of each Company Stock Option and each Company SAR is, and will be deemed to be, equal to or greater than the fair market value of the Shares subject to or underlying such Company Stock Option or Company SAR as of the date such Company Stock Option or Company SAR was granted and each Company Stock Option and Company SAR qualifies for exemption from Section 409A of the Code. (e) As of the date hereof, 11,550 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans. Section 3.3(e) of the Company Disclosure Letter sets forth the following information with respect to each Company RSU outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company RSU was granted; (ii) the name of the holder of such Company RSU; (iii) the number of Shares subject to such Company RSU; (iv) the date on which such Company RSU was granted; and (v) the extent to which such Company RSU is vested as of the date of this Agreement and the times and extent to which such Company RSU is scheduled to become vested after the date of this Agreement, including any events that would result in any acceleration of such vesting or exercisability. (f) As of the date hereof, there are 25,000 Shares that constitute Unvested Restricted Stock, which are reflected in the Shares listed in Section 3.3(b)(i). Section 3.3(f) of the Company Disclosure Letter sets forth the following information with respect to each share of Unvested Restricted Stock outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Unvested Restricted Stock was granted; (ii) the name of the holder of such Unvested Restricted Stock; (iii) the number of Shares subject to the terms of such Unvested Restricted Stock; (iv) the date on which such Unvested Restricted Stock was granted; and (v) the dates on which such Unvested Restricted Stock is scheduled to vest, including any events that would result in any acceleration of such vesting or exercisability. (g) Except as referred to in Section 3.3(d) and Section 3.3(e) above, and except as set forth in Section 3.3(g) of the Company Disclosure Letter, as of the date of this Agreement, (i) there are not outstanding or authorized (A) any Securities of the Company or any Company Subsidiary convertible into or exchangeable for Securities of the Company or any Company Subsidiary or (B) options, calls, warrants, preemptive rights, anti-dilution rights or other rights, rights agreements, shareholder rights plans, agreements, arrangements or commitments of any character relating to the issued or unissued Securities or securities convertible into or exchangeable for Securities of the Company or any Company Subsidiary, (ii) there are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Securities or securities convertible into or exchangeable for Securities of the Company or any Company Subsidiary or to provide a material amount of funds to (excluding the payment of intercompany obligations), or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or other Person, (iii) neither the Company nor any Company Subsidiary has issued phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Securities of the Company or any Company Subsidiary and there are no outstanding stock appreciation rights issued by the Company or any Company Subsidiary with respect to the Securities of the Company or any Company Subsidiary, (iv) except for the Voting Agreement, there are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary or, to the knowledge of the Company, any of their respective officers and directors, is a party with respect to the voting of Securities of the Company or any Company Subsidiary, and (v) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Company with voting rights or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities with voting rightsSecurities having the right to vote) on any matters matter on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock shareholders or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations equity holders of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its SubsidiariesSubsidiary may vote. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there There are no stock-appreciation rights, stock-based performance units, "phantom" stock preemptive or similar rights or other agreements, arrangements or commitments on the part of any character (contingent or otherwise) pursuant to which holder of any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute class of Securities of the Company or any Company Subsidiary. Each Company Stock Option, Company SAR, Company RSU and Share of its Subsidiaries or assets or calculated Unvested Restricted Stock (and each other Company equity grant) was properly accounted for in all material respects in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies with GAAP or other agreements, commitments applicable accounting procedures or understandings of requirements and properly and timely disclosed in accordance with the Exchange Act and all other applicable Laws and no such grants involved any character to which the Company “back dating,” “forward dating” or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, similar practices with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariessuch grants.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company 20,000,000 Common Stock Shares and 5,000,000 shares of preferred stockPreferred Stock, par value $.001 1 per share (share. All of the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were outstanding Shares have been duly authorized and validly issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to any kind of preemptive (or similar) rights. As of September 19, 1997, 13,793 Series A Preferred Shares, 749,486 Series B Preferred Shares and 14,113,623 Common Shares were issued and outstanding and an aggregate of 1,622,050 Common Shares were reserved for issuance pursuant to the 1996 Comprehensive Stock Plan of Score Industries, Inc., the Company's 1978 and 1990 Stock Option Plans and the 1996 Non-Employee Director Stock Plan (collectively, the "Stock Plans"). Except as disclosed in Schedule 4.2, such Common Shares reserved for issuance under the Stock Plans have not been issued and will not prior to the Effective Time be issued, and, except as disclosed in Schedule 4.2, no commitment has been or will be made for their issuance other than under stock options outstanding under the Stock Plans ("Stock Options") as of the date of this Agreement. Schedule 4.2 sets forth the exercise prices and number of Shares in respect of outstanding Stock Options under the Stock Plans. In addition, each outstanding Common Share has a Preferred Stock purchase right attached, allowing the holder upon the occurrence of certain events described in the Rights Agreement between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent, relating to such rights (the "Rights"), as amended and restated on February 2, 1996 (the "Rights Agreement"), to purchase one one-hundredth of a share of Series C Junior Participating Preferred Stock at an exercise price of $32. No shares of such Series C Preferred Stock have been issued as of the date of this Agreement. (b) There are no bonds, debentures, notes or other indebtedness of the Company with voting rights having the right to vote (or convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation above or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereofotherwise on Schedule 4.2, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its the Subsidiaries is a party or by which any of them is bound bound, obligating the Company or any of its the Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its the Subsidiaries or obligating the Company or any of its the Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There Except as disclosed in Schedule 4.2, there are no outstanding contractual obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Actacquire, or which otherwise relate to the providing preemptive or registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, rights with respect to the issuanceto, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its the Subsidiaries. The Company and the Subsidiaries do not have outstanding any loans to any person in respect of the purchase of securities issued by the Company or any Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 300,000,000 shares of Company Common Stock Stock, of which 47,008,359 shares were issued and 5,000,000 outstanding as of August 3, 2001, and (ii) 2,000,000 shares of preferred stock, $0.10 par value $.001 per share share, 5,000 of which have been designated as Series E 6% Cumulative Convertible Preferred Stock (as modified by the "Company Preferred Stock"Waiver). As , all of May 16, 2000, (i) 25,937,281 shares of Company Common Stock were which are issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares and 100,000 of voting or non-voting capital stockwhich have been designated Series A Junior Participating Preferred Stock, other equity interests, or other voting securities none of the Company were issued, reserved for issuance which are issued or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Company and its Subsidiaries have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) . The Company has no outstanding stock appreciation rights, and phantom stock or similar rights. All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned, of record and beneficially, owned by the Company or one of its a direct or indirect Subsidiarieswholly-owned Subsidiary of the Company, free and clear of all Liens whatsoeverliens, pledges, charges, encumbrances, claims and options of any nature. Except for options to purchase an aggregate of 9,990,671 shares of Company Common Stock issued as set forth in Section 2.3(b) of the Company Disclosure ScheduleAugust 10, there are no restrictions of any kind which prevent the payment of dividends by any of 2001 pursuant to the Company's Subsidiaries1994 Stock Incentive Plan, 1996 Stock Incentive Plan, Amended and neither Restated 1996 Director Option Plan, 1999 Stock Incentive Plan and 2001 Employee Stock Purchase Plan (collectively, the "COMPANY OPTION Plans"), the Company nor any of its Subsidiaries is subject to any obligation Warrants and the Company Rights (as hereinafter defined) or requirement to provide funds for or to make any investment (in as provided under the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) terms of the Company Disclosure Schedule, Series E Preferred Stock (as of modified by the date hereofWaiver), there are no outstanding securities, or authorized options, warrants, calls, rights (including preemptive rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements), commitments or understandings any other agreements of any character to which the Company or any of its Subsidiaries is a party to, or by which any of them is bound ormay be bound, requiring them to the Knowledge (as defined herein) issue, transfer, grant, sell, purchase, redeem or acquire any shares of the Company, capital stock or any of their securities or rights convertible into, exchangeable for, or evidencing the Company's stockholders is a party or by which any of them is boundright to subscribe for, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company. No existing rights with respect to the registration of shares of Company Common Stock under the Securities Act, including, but not limited to, demand rights or piggy-back registration rights, shall apply with respect to any Parent Shares issuable in connection with the Merger or upon exercise of Substitute Options or Substitute Warrants. SECTION 5.2(B) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of the outstanding options and warrants to acquire shares of Company Stock, the name of the holder of such option or warrant, the exercise price of such option or warrant, the number of shares as to which such option or warrant will have vested at such date and whether the exercisability of such option or warrant will be accelerated in any way by the transactions contemplated by this Agreement and the extent of acceleration, if any, and any adjustments to such options or warrants resulting from the consummation of the transactions contemplated by this Agreement. Since June 30, 2001, no Company Options or other options or warrants convertible or exchangeable for shares of Company Stock have been issued or accelerated or had their terms modified. On or prior to the Effective Time, either (i) all of the shares of Company Series E Preferred Stock shall have been converted into shares of Company Common Stock or (ii) all of the conditions to the obligations of the holder(s) of the Company Series E Preferred Stock to waive their mandatory repurchase right set forth in the Waiver shall have been and remain satisfied and the holder(s) of the Company Series E Preferred Stock have complied with the terms of the Waiver.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 60,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 per share 0.01 (the "Company Preferred StockShares"). As of May 16September 4, 20002003, (i) 25,937,281 30,280,639 shares of Company Common Stock, including in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (the "SAR's") and no Company Preferred Shares, were issued and outstanding, all of which shares of Company Common Stock were validly issued and outstanding; are fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; , (iviii) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 9,740,008 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28Options issued and outstanding, 1998 held by Intel Corporation. None of the (iv) 1,031,500 Restricted Shares were outstanding and (v) 249,227 shares of Company Common Stock are subject tothat were reserved for issuance under the Directors' Plan (as defined below). Since July 31, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of 2003 except after the date hereofhereof as permitted by this Agreement, (i) no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In or Company Preferred Shares have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options outstanding on July 31, 2003 and except for shares of Company Common Stock required to be issued in connection with the execution of this AgreementCompany's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Company's 2000 Employee Stock as of Purchase Plan (the date hereof"ESPP"), the record holder thereof Company's Nonqualified Defined Contribution Plan (the "DCP") and the exercise prices thereof. All outstanding Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, securities convertible into, or exchangeable for, or commitments with respect to the issuance of, shares of capital stock of the Company arehave been issued, and all shares which may be granted or made, except the Company Rights in accordance with the terms of the Company Rights Agreement that are issued upon in connection with the Company Common Stock pursuant to the exercise of stock options and warrants will beCompany Options outstanding on July 31, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote2003. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as As of the date hereof, except for (i) the Preferred Share Purchase Rights (the "Company Rights") issued pursuant to the Rights Agreement, as amended and restated (the "Company Rights Agreement"), dated as of March 2, 1989, by and between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agent"), (ii) the 8,386,409 Company Options that were issued and outstanding on September 4, 2003, (iii) rights that were outstanding on July 31, 2003 under the 401(k) Plan, the ESPP, and the Directors' Plan and (iv) the 1,031,500 Restricted Shares, there are were no outstanding securitiessubscriptions, options, warrants, calls, rights, convertible or exchangeable securitiescontracts, commitments, agreementsunderstandings, arrangements restrictions, arrangements, rights or undertakings warrants, including any right of conversion or exchange under any kind (contingent outstanding security, instrument or otherwise) to which the Company other agreement and also including any rights plan or any of its Subsidiaries is a party or by which any of them is bound other anti-takeover agreement, obligating the Company or any Subsidiary of its Subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock or Company Preferred Shares (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other voting securities equity interests of the Company or of any of its Subsidiaries Company) or obligating the Company or any Subsidiary of its Subsidiaries the Company to issue, grant, extend extend, perform or enter into any such securityagreement or commitment. As of the date hereof, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligations obligations, contingent or otherwise, of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of Company Common Stock, any Company Preferred Shares or the capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute equity interests of the Company or any of its Subsidiaries (or assets any securities, directly or calculated indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company), except in accordance therewith connection with the issuance of shares of Company Common Stock and the associated Company Rights upon the exercise of Company Options issued and outstanding on July 31, 2003 or (ii) other than ordinary course payments or commissions to sales representatives as set forth in Section 4.02(b) of the Company based upon revenues generated by them without augmentation as Disclosure Schedule, provide material funds to, or make any material investment in (in the form of a result loan, capital contribution or otherwise), or provide any guarantee with respect to or security for the obligations of, any Subsidiary of the transactions contemplated hereby) (collectively, "Stock-Based Rights") Company or to cause any other Person. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries Subsidiaries. There are no bonds, debentures, notes or other indebtedness of the Company having the right to file a registration statement under the Securities Actvote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which otherwise relate to the registration of any securities stockholders of the CompanyCompany may vote. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' otherwise expressly contemplated by this Agreement, there are no voting trusts, irrevocable proxies or other agreements, commitments agreements or understandings of any character to which the Company or any Subsidiary of its Subsidiaries the Company is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuancevoting of any shares of Company Common Stock. The Board of Directors of the Company has taken all action (subject only to execution of such amendment by the Company Rights Agent which the Company has obtained or will obtain as soon as practicable after the date hereof) to amend the Company Rights Agreement to provide that, holdingfor so long as this Agreement is in full force and effect, acquisition(i) none of the Parent and its Affiliates (including, voting but not limited to, Merger Sub) shall become an "Acquiring Person" and no "Stock Acquisition Date" shall occur as a result of the announcement, execution, delivery or disposition performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith, (ii) no "Distribution Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith. (c) The Company has filed with the SEC or previously made available to Parent complete and correct copies of the Amended and Restated 1992 Stock Option Plan, the Amended and Restated 1992 Executive Stock Option Plan, the 1984 Non-Qualified Stock Option Plan and the Amended and Restated 1994 Employee Nonqualified Stock Option Plan (the "Company Option Plans") and the Directors' Plan, including all amendments thereto. Section 4.02(c) of the Company Disclosure Schedule contains a correct and complete list as of July 31, 2003 of each outstanding Company Option and Restricted Share, including the holder, date of grant, expiration date, exercise price, vesting schedule and aggregate number of Company Common Shares subject thereto (vested and unvested) and setting forth the weighted average exercise price for all outstanding Company Options. (d) Since December 31, 2002, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, (ii) any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or (iii) any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 500,000,000 shares of Company Common Stock and 5,000,000 25,000,000 shares of preferred stock, par value $.001 1.00 per share (the "Company Preferred Stock"). As of May 16January 29, 20001999, (i) 25,937,281 120,771,293 shares of Company Common Stock were issued and outstanding; , all of which were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no 19,346,205 shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (viiiii) 36,764 an aggregate of 7,626,428 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the warrant Company Plans (as defined in Section 3.10). Since January 29, 1999, no options to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of Company Stock Options outstanding as of January 29, 1999. No shares of Company Preferred Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightand outstanding. Except (i) as set forth above and in Section 2.3(aabove, (ii) as a result of the exercise of Company Disclosure Schedule, Stock Options outstanding as of January 29, 1999, (iii) with respect to no more than 50,000 options granted to Company employees since January 29, 1999 and prior to the date hereofEffective Time consistent with past practice and (iv) Rights issued pursuant to the Rights Plan, there are outstanding (a) no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. Except as described in Section 2.3(a(b) no securities of the Company Disclosure Scheduleconvertible into or exchangeable for shares of capital stock or voting securities of the Company, all outstanding (c) no options or other rights to purchase Company Common Stock were granted under acquire from the Company's Option Plans. In connection with the execution , and no obligation of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants issue, deliver or sell or cause to purchase Company Common Stock as be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the date hereofCompany and (d) no equity equivalents, interests in the record holder thereof and ownership or earnings of the exercise prices thereofCompany or other similar rights (collectively, "Company Securities"). All Other than the Company Plans, there are no outstanding shares obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or outstanding material obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of any subsidiary. There are no other options, calls, warrants or other similar rights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or commitments relating to the issued or unissued capital stock of the Company areor any of its subsidiaries to which the Company or any of its subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and all shares conditions specified in the instruments pursuant to which may they are issuable, shall be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind free of preemptive (or similar) rights and registration rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchaseprovide funds in any material amount to or make any material investment (in the form of a loan, redeem capital contribution or otherwise acquire otherwise) in any such subsidiary or any other entity. (b) rights, charges or other encumbrances of any nature whatsoever, except for such failures to own such shares free and clear as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has delivered to Parent prior to the date hereof a chart of the subsidiaries of the Company which evidences, among other things, the percentage of capital stock (or options other equity interests owned by the Company, directly or warrants to acquire any indirectly, in such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, subsidiaries as of the date hereof. No entity in which the Company owns less than a 50% interest and which is not disclosed in such chart, there are no stock-appreciation rightsis, stock-based performance unitsindividually or when taken together with all such other entities, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant material to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute business of the Company and its subsidiaries, taken as a whole. (c) No bonds, debentures, notes or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives indebtedness of the Company based upon revenues generated by them without augmentation as a result having the right to vote on any matters on which holders of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) capital stock of the Company Disclosure Schedule or the may vote ("Company Stockholders' Agreement, there Voting Debt") are issued and outstanding. (d) There are no voting trusts, proxies or other agreements, agreements or commitments or understandings of any character to which the Company or any of its Subsidiaries "significant subsidiaries" (as defined in Regulation S-X) is a party or by which the Company or any of them its significant subsidiaries is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariessignificant subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its significant subsidiaries under the Securities Act.

Capitalization. (ai) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock Stock, $0.01 par value, and 5,000,000 shares of preferred stock, $1.00 par value $.001 per share (the "Company Preferred Stock"). As of May 16January 31, 20001999, (i1) 25,937,281 28,670,645 shares of Company Common Stock were issued and outstanding; , (ii2) no shares of Company Preferred Stock were issued or outstanding; (iii) no 3,169,785 shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock upon the exercise of outstanding options granted pursuant to under the Stock Option Plans Plans, (the "Outstanding Employee Options"); (vi3) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 256,286 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the outstanding warrants, (4) 4,740,740 shares of Company Common Stock dated October 28were reserved for issuance upon the conversion of the Company's 6 1/4% Convertible Subordinated Debentures Due 2004 (the "Convertible Debentures"), 1998 (5) no shares of Preferred Stock were issued and outstanding, and (6) no shares of Company Common Stock were held by Intel Corporationin the Company's treasury. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued in compliance with all applicable securities laws and are fully paid and nonassessable, and none of such shares are subject to, nor were they issued in violation of, any preemptive rights. None of the outstanding shares of Company Common Stock are is subject to, nor were they issued in violation of any, purchase option, call option, to any right of first refusal, preemptive right, subscription refusal or similar right of the Company or any similar right created of its Subsidiaries, and, except as set forth in Schedule 3.1(c)(i) delivered to Parent by the Company prior to the execution of this Agreement, there is no contract or arrangement relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Except as set forth in this Section 3.1(c) or on Schedule 3.1(c)(i) delivered to Parent by the Company prior to the execution of this Agreement and except for purchases pursuant to the Company's Stock Purchase Plan, and except for changes since January 31, 1999 resulting from the exercise of employee or director stock options or warrants, or conversion of Convertible Debentures outstanding on such date, (i) there are no shares of capital stock of the Company authorized, issued or outstanding and (ii) there are not as of the date hereof, and at the Effective Time there will not be, any outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other commitments, contingent or otherwise, relating to Company Common Stock or any other shares of capital stock of the Company, pursuant to which the Company is or was a partymay become obligated to issue, nor does sell, grant or purchase, redeem or otherwise acquire shares of Company Common Stock, any other shares of its capital stock or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of the capital stock of the Company. Neither the Company have knowledge nor any of its predecessors has ever adopted any stockholder rights plan (or similar plan commonly referred to as a "poison pill"). (ii) Schedule 3.1(c)(ii) delivered to Parent by the Company prior to the execution of this Agreement sets forth the following information with respect to each employee stock option and director stock option of the Company outstanding as of February 26, 1999: (a) the particular Stock Option Plan (if any) pursuant to which such rightoption was granted; (b) the name of the optionee; (c) the number of shares of Company Common Stock subject to such option; (d) the exercise price of such option; (e) the date on which such option was granted; (f) the extent to which such option is vested and exercisable as of February 26, 1999; and (g) the date on which such option expires. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company or any of its predecessor entities has ever granted stock options, and the forms of all stock option agreements evidencing such options. (iii) Schedule 3.1(c)(iii) delivered to Parent by the Company prior to the execution of this Agreement sets forth the following information with respect to each warrant to purchase shares of Company Common Stock of the Company outstanding as of the date of this Agreement: (a) the name of the holder of such warrant; (b) the number of shares of Company Common Stock subject to such warrant; (c) the exercise price of such warrant; (d) the date on which such warrant was granted; and (e) the date on which such warrant expires. The Company has made available to Parent accurate and complete copies of all warrants outstanding as of the date of this Agreement, and all agreements relating thereto. (iv) Schedule 3.1(c)(iv) delivered to Parent by the Company prior to the execution of this Agreement lists all of the Company's Subsidiaries (except for corporate Subsidiaries with no material assets or liabilities, contingent or otherwise). Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Scheduleon Schedule 3.1(c)(iv), all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options issued and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, Company's Subsidiaries (other than director's qualifying shares) have been validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and nor were not they issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, directly or indirectly, by the Company or one of its direct or indirect SubsidiariesCompany, free and clear of all Liens liens, encumbrances, options or claims whatsoever. No shares of capital stock of any of the Company's Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any of the Company's Subsidiaries, pursuant to which such Subsidiary, the Company or any other affiliate of such Subsidiary is or may become obligated to issue, sell, grant or purchase or otherwise acquire any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock of such Subsidiary. Except as set forth in Section 2.3(bSchedule 3.1(c)(iv) of the Company Disclosure Scheduleor as provided by applicable law, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries. Except (A) for the Company's Subsidiaries listed on Schedule 3(c)(iv), (B) as otherwise listed on Schedule 3.1(c)(iv), (C) for ordinary course portfolio investments in marketable securities and cash equivalents and (D) for corporate Subsidiaries of the Company with no material assets or liabilities, contingent or otherwise, the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person or have any direct or indirect equity or ownership interest in any Person and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or material loan, capital contribution) , investment or similar expenditure to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereofexcept for loans, there are no outstanding securitiescapital contributions, options, warrants, calls, rights, convertible investments or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or similar expenditures by which any of them 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 or other voting securities any existing wholly owned Subsidiary of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 sharesforty-two million one hundred thousand (42,100,000) Company Common Shares, divided into 100,000,000 of which nine million two hundred ten thousand three hundred ninety-nine (9,210,399) shares have been issued and are outstanding as of the date of this Agreement and thirty-one million five hundred seven thousand one hundred forty-four (31,507,144) Company Preferred Shares, of which thirty-one million four hundred twenty-eight thousand five hundred seventy-two (31,428,572) shares are outstanding as of the date of this Agreement. All of the outstanding Company Shares have been duly authorized and validly issued, and are fully paid and non-assessable. All of the outstanding Company Shares have been issued and granted in compliance with (i) all applicable securities laws and other applicable Laws, and (ii) all requirements set forth in the Organizational Documents of the Company and applicable Contracts. None of the issued Company Shares were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Company. Section 2.2(a) of the Disclosure Schedule accurately sets forth with respect to each Company Share outstanding as of the date of this Agreement: (A) the name of the holder of such Company Share; and (B) the date on which such Company Share was issued. (b) The Company has reserved three million seventy-six thousand one hundred ninety (3,076,190) Company Common Shares for issuance under the Company Stock Option Plan, of which options to purchase eight hundred sixty-six thousand forty-eight (866,048) Company Common Shares are outstanding and options to purchase one million eight hundred ten thousand three hundred ninety-nine (1,810,399) Company Common Shares have been exercised, in each case as of the date of this Agreement. Section 2.2(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option outstanding as of the date of this Agreement (whether vested or unvested): (i) the name of the holder of such Company Option, (ii) the total number of Company Common Stock Shares that are subject to such Company Option and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 shares number of Company Common Stock were issued and outstanding; (ii) no shares of Shares with respect to which such Company Preferred Stock were issued or outstanding; Option is immediately exercisable, (iii) no shares the date on which such Company Option was granted and the term of such Company Common Stock were held in the treasury of the Company; Option, (iv) no shares of the vesting schedule for such Company Common Stock were held by any Subsidiary of the Company; Option, (v) 4,177,869 shares the exercise price per Company Common Share purchasable under such Company Option, and (vi) whether (and to what extent) the vesting of such Company Option will be accelerated in any way by the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following consummation of the transactions contemplated by this Agreement. The terms of the Company Stock Option Plan permits the treatment of Company Common Stock were duly reserved Options as provided herein, without notice to, or the consent or approval of, the holders of the Company Options, the Company Stockholders or otherwise. (c) Except for future issuance pursuant to employee stock options Company Options granted pursuant to the Company Stock Option Plans Plan and set forth on Section 2.2(c) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any capital stock or other securities of the "Outstanding Employee Options"); Company, (viii) 641,515 shares outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other securities of the Company, or (iii) Contract under which the Company Common Stock were duly reserved is or may become obligated to sell or otherwise issue any of its capital stock or any other securities of the Company, or (iv) condition or circumstance that may give rise to or provide a basis for future issuance pursuant the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any capital stock or other securities of the Company from the Company or, to the Company's 1999 Employee Stock Purchase Plan ’s Knowledge, any other Person (clauses (i) through (iv), collectively, “Company Rights”). The Company does not have any outstanding stock appreciation rights, phantom stock, performance based stock, restricted stock units or equity rights or similar stock or equity rights or obligations. The Company has not issued any debt securities which grant the "Purchase Plan"); and holder thereof any right to vote on, or veto, any actions by the Company. (viid) 36,764 shares of Company Common Stock were reserved for issuance upon exercise Section 2.2(d) of the warrant Disclosure Schedule sets forth all issued and outstanding Company Shares that, as of the date of this Agreement, constitute restricted shares or are otherwise subject to purchase a repurchase or redemption right or right of first refusal in favor of the Company Common Stock dated October 28(“Restricted Shares”), 1998 held indicating the name of the applicable stockholder, the class of any such shares, the lapsing schedule for any such shares, including the extent to which any such repurchase or redemption right or right of first refusal has lapsed as of the date of this Agreement, whether (and to what extent) the lapsing will be accelerated in any way by Intel Corporation. the transactions contemplated by this Agreement or by termination of employment or change in position following consummation of the transactions contemplated by this Agreement, and whether such holder has the sole power to vote and dispose of such shares. (e) The Company is not a party to or bound by any, and to the Knowledge of the Company, there are no, agreements or understandings with respect to the voting (including pooling agreements, voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any capital stock or other equity interests of the Company. (f) None of the outstanding shares capital stock of the Company Common Stock are is subject to, nor were they issued in violation of any, to any purchase option, call option, right of first refusal, preemptive right, right of participation, subscription right or any similar right created by (whether pursuant to (i) the Company or Constituent Documents, (ii) any Contract to which the Company is or was a partyparty or, nor does to the Company’s Knowledge, any Contract to which the Company have knowledge of is not a party or (iii) any such right. Except as set forth above and in Section 2.3(a) of statute to which the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of is subject) and the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of is not a party to any Contract that provides the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares holders of capital stock of the Company arewith information rights, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject right to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each receive financial statements of the Company's Subsidiaries. All of , or otherwise relates to the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation voting or registration of, or the restricting of any preemptive Person from purchasing, selling, pledging, transferring or otherwise disposing of (or similar) rightsgranting any option or similar right with respect to), and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries’s capital stock. The Company is not under any obligation, and neither or bound by any Contract pursuant to which it may become obligated (i) to repurchase, redeem or otherwise acquire any outstanding capital stock of the Company nor any of its Subsidiaries is subject to any obligation Company, or requirement to provide funds for or to (ii) make any investment (in the form of a loan or capital contribution) to or in any Personother Entity. (cg) Except as described in Section 2.3(c) of the The Company Disclosure Schedulehas never repurchased, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible redeemed or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or otherwise reacquired any of its Subsidiaries is a party or by which any of them 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 or other voting securities except repurchases of Company Common Shares issued or held by employees, officers, directors or consultants of the Company upon termination of their employment or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) services pursuant to which any Person is or may be entitled to receive any payment or other value based on agreements providing for the revenues, earnings or financial performance, stock price performance or other attribute right of the Company or any of its Subsidiaries or assets or calculated in accordance therewith said repurchase (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries“Permitted Repurchases”).

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 25,750,000 shares of Company Common Stock and 5,000,000 3,000,000 shares of preferred stock, par value $.001 per share the Company's Preferred Stock (the "Company Preferred Stock"), par value $.001 per share. As of May 16April 28, 2000, (i) 25,937,281 11,414,199 shares of Company Common Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable, (ii) 509,200 shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued outstanding or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; treasury, (iv) no shares of Company Common Stock or Company Preferred Stock were held by any Subsidiary subsidiaries of the Company; , (v) 4,177,869 1,173,213 shares of Company Common Stock were duly reserved for future issuance pursuant to employee issuable upon the exercise of outstanding Company Options (whether or not presently exercisable) granted under the Company's stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); option plans, (vi) 641,515 up to 200,000 shares of Company Common Stock were duly issuable pursuant to the Company's Employee Stock Purchase Plan, (vii) 9,824 shares of Company Common Stock were issued subject to vesting pursuant to the Company's Restricted Stock Plan (all of which were included in clause (i) above) and (viii) 500,000 shares of Company Preferred Stock are reserved for future issuance in accordance with the Company's Rights Agreement (as defined in Section 2.22). Except as set forth in the preceding (i) through (viii), no other shares of capital stock of the Company, or rights to acquire such shares, have been authorized or are outstanding as of such date. Except as set forth in Section 2.03 of the Company Disclosure Schedule, no change in such capitalization has occurred as of the date hereof, except for changes resulting from the exercise of Company Options (included in (v) above) in an aggregate amount of not more than 1,097,037 shares of Company Common Stock, the issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 of not more than 200,000 shares of Company Common Stock were reserved for issuance upon exercise (included in (vi) above) or the vesting pursuant to the Company's Restricted Stock Plan of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding not more than 9,824 shares of Company Common Stock are subject to, nor were they issued (included in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right(vii) above). Except as set forth above and in Section 2.3(a) 2.01, this Section 2.03 or Section 2.11 or Section 2.03 or Section 2.11 of the Company Disclosure ScheduleSchedule or for rights granted pursuant to the Company's Rights Agreement (as defined in Section 2.22), as there are no options, warrants or other rights, agreements, arrangements or commitments of any character binding on the date hereof, no shares Company or any of voting its subsidiaries relating to the issued or non-voting unissued capital stock, other equity interestsstock of, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreementequity interests in, the Company has provided or any of its subsidiaries or obligating the Company or any of its subsidiaries to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding issue or sell any shares of capital stock of of, or other equity interests in, the Company areor any of its subsidiaries. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and all shares conditions specified in the instruments pursuant to which may they are issuable, shall be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rightsnonassessable. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Except as set forth in Section 2.3(b) 2.03 of the Company Disclosure Schedule sets forth Schedule, there are no obligations, contingent or otherwise, of the number Company or any of authorized and outstanding its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stockstock of any subsidiary. Except as set forth in Section 2.01 or 2.03 of the Company Disclosure Schedule, and ownership thereofother than intercompany loans in the ordinary course of business between the Company and any of its subsidiaries or between any such subsidiaries, there are no obligations, contingent or otherwise, of each the Company or any of its subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary or any other entity other than guarantees of bank obligations of subsidiaries entered into in the ordinary course of business and other obligations not exceeding, in the aggregate, $1,000,000. Except as set forth in Section 2.01 or 2.03 of the Company's Subsidiaries. All Company Disclosure Schedule, all of the outstanding shares of capital stock (other than directors' qualifying shares identified as such in Section 2.03 of the Company Disclosure Schedule) of, or other equity interests in, each of the Company's Subsidiaries have been subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than such directors' qualifying shares), or other equity interests, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, owned by the Company or one of its direct or indirect Subsidiaries, another subsidiary free and clear of all Liens security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any nature whatsoever. Except as set forth , except, in Section 2.3(b) the case of any subsidiaries of the Company Disclosure Scheduleother than Company Significant Subsidiaries, there are no restrictions of any kind for items which prevent the payment of dividends by any of would not reduce the Company's Subsidiariesequity interest therein and would not, and neither the Company nor any of its Subsidiaries is subject to any obligation individually or requirement to provide funds for or to make any investment (in the form of aggregate, have a loan or capital contribution) to or in any PersonMaterial Adverse Effect. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The As of November 22, 2024, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 295,000,000 shares of Company capital stock, of which 290,000,000 are designated as Common Stock and 5,000,000 shares of are designated as preferred stock, $0.001 par value $.001 per share (the "Company “Preferred Stock"”). As of May 16November 22, 20002024, (i) 25,937,281 124,435,942 shares of Company Common Stock were issued and outstanding; (ii) no 1,952,234 shares of Company Preferred Common Stock were issued or outstandingissuable (and such number was reserved for issuance) upon exercise of options to purchase Common Stock (the “Options”) outstanding as of such date; (iii) no 4,858,693 shares of Company Common Stock were held in issuable (and such number was reserved for issuance) upon vesting of restricted stock units for the treasury issuance of Common Stock (the Company“RSUs”) outstanding as of such date; (iv) no shares of Company Common Stock were held by any Subsidiary issuable (and such number was reserved for issuance) upon exercise of warrants to purchase Common Stock (the “Warrants”) outstanding as of such date; and (v) no shares of Preferred Stock were issued and outstanding. (b) As of November 22, 2024, except for (i) the Options and (ii) the RSUs, there were no options, warrants or other rights to acquire capital stock or other equity interests from the Company, securities convertible into or exchangeable for such capital stock or other equity interests, stock appreciation rights, phantom stock, stock rights or other equity-based interests in respect of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant . From November 22, 2024, 2024 to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no other than (A) shares of voting capital stock reserved for issuance as provided in this Section 2.3 and (B) options to purchase Common Stock or non-voting other equity awards issued in accordance with the Company’s 2013 Incentive Plan and 2021 Incentive Plan and the Executive Incentive Plan, the Company has not issued any shares of its capital stock, stock or other equity interests, or securities convertible into or exchangeable for such capital stock or other voting securities equity interests except as set forth in its filings under the Securities Act of 1933, as amended (“Securities Act”), and the Company were issued, reserved for issuance or outstandingExchange Act. Except as described The Shares to be issued in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock when issued as of the date hereofcontemplated herein, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may will be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are will not subject to, and were not issued be in violation of, of any preemptive (or similar) rights, rights and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, will be free and clear of all Liens whatsoever. Except liens, charges, restrictions, claims, rights of first refusal and encumbrances except as set forth in Section 2.3(b) this Agreement and the Company’s Governing Documents. The issuance and sale of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither Shares will not obligate the Company nor any to issue shares of its Subsidiaries is subject Common Stock or other securities to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or reset price under any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariessuch securities.

Capitalization. (a) The authorized capital stock of the Company consists solely of 105,000,000 shares, divided into 100,000,000 30,000,000 shares of Company Class A Common Stock, 5,000,000 shares of Company Class B Common Stock and 5,000,000 3,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000the date hereof, (i) 25,937,281 a total of 19,675,128 shares of Company Class A Common Stock were issued and outstanding; , (ii) no shares of Company Class B Common Stock were issued and outstanding or held by the Company as treasury shares, (iii) no shares of Company Preferred Stock were issued and outstanding or outstanding; held by the Company as treasury shares, (iiiiv) no 1,462,819 shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Class A Common Stock were held by any Subsidiary of the Company; Company as treasury shares, (v) 4,177,869 888,729 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Class A Common Stock were reserved for issuance upon the exercise of outstanding Company Options, (vi) 150,432 shares of Company Class A Common Stock were reserved for issuance upon the exercise of outstanding Company SARS, (vii) 1,020,944 shares of Company Class A Common Stock reserved for issuance upon the exercise of the warrant to purchase the outstanding Company Common Stock dated October 28Warrants, 1998 held by Intel Corporation. None of the outstanding (viii) 204,789 shares of Company Class A Common Stock are subject towere reserved for issuance upon the settlement of outstanding Company RSUs, nor (ix) 1,312,279 shares of Company Class A Common Stock were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by reserved pursuant to future grants under the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above Option Plans and in Section 2.3(a(x) of the Company Disclosure Schedule, as of the date hereof, no other shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company Capital Stock were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the The Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereofnot designated, the record holder thereof and the exercise prices thereof. All outstanding authorized or issued any shares of capital stock of other than the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoeverCapital Stock. Except as set forth in Section 2.3(b3.2(b), Section 3.2(c) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c3.2(d) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securitiesoptions, optionsrestricted stock units, restricted shares, shares of phantom stock, other equity-based awards relating to the shares of Company Capital Stock (whether settled in shares of Company Capital Stock or cash), warrants, puts, calls, rights, convertible rights or exchangeable securities, commitments, agreements, arrangements or undertakings Contracts of any kind (contingent or otherwise) character to which the Company or any of its Subsidiaries is a party or by which any of them it is bound (x) obligating the Company or any of its Subsidiaries to grant, issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital Company Capital Stock, any options, restricted stock units or warrants to purchase or acquire any Company Capital Stock or other voting securities of the Company, or any Company Voting Debt, or of any of its Subsidiaries or (y) obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such securityoption, optionrestricted stock unit, warrant, put, call, right, commitment, agreement, arrangement right or undertaking. 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 Contract. (or options or warrants to acquire any such sharesb) of the Company or its Subsidiaries. Except as described in Section 2.3(c3.2(b) of the Company Disclosure ScheduleSchedule sets forth, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments a detailed description of any character all outstanding Company Warrants. (contingent or otherwisec) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c3.2(c) of the Company Disclosure Schedule sets forth, as of the date hereof, a schedule of outstanding Company Options and Company SARs, including (i) the grant number that correlates to the holder thereof, (ii) the date of grant thereof, (iii) the number of shares of Company Class A Common Stock subject thereto, (iv) the exercise price thereof (if any), (v) the number of such Company Options and Company SARs that are vested or unvested and (vi) the specific Company Option Plan pursuant to which such Company Option or Company SAR was granted. (d) Section 3.2(d) of the Company Stockholders' AgreementDisclosure Schedule sets forth, there as of the date hereof, a schedule of outstanding Company RSUs, including (i) the grant number that correlates to the holder thereof, (ii) the date of grant thereof, (iii) the number of shares of Company Class A Common Stock subject thereto, (iv) the number of such Company RSUs that are no voting trustsremaining or forfeited and (v) the specific Company Option Plan pursuant to which such Company RSU was granted. (e) All issued and outstanding shares of Company Class A Common Stock are duly authorized, proxies validly issued, fully paid and non-assessable and are free of all Encumbrances (other than Permitted Encumbrances), preemptive rights, rights of first refusal and “put” or other agreements“call” rights created by statute, commitments the articles of incorporation or understandings bylaws of the Company or any character Contract to which the Company or any of its Subsidiaries is a party or by which it is bound. There is no liability for dividends accrued and unpaid by the Company or any Company Subsidiary. No Company Subsidiary owns any shares of them is bound orCompany Class A Common Stock. (f) All issued and outstanding shares of Company Class A Common Stock and all outstanding Company Options, Company SARs, Company Warrants and Company RSUs were issued, and all repurchases of Company securities were made, in compliance in all material respects with all Applicable Law and all requirements set forth in applicable Contracts. All shares that may be issued upon the exercise of Company Options, Company SARs or Company Warrants or upon the settlement of Company RSUs will, if and when issued, be validly issued in compliance in all material respects with all Applicable Law and all requirements set forth in applicable Company Option Plans and Contracts. Each Company Option was granted with an exercise price per share equal to or greater than the fair market value of a share of Company Class A Common Stock on the effective date of such grant, has a grant date identical to the Knowledge grant date approved by the Company’s board of directors or the compensation committee thereof, which is either the date on which the Company Option was awarded or a later date specified by the Company’s board of directors or the compensation committee thereof. (as defined hereing) No Company Debt (i) having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from the capital or voting stock of the Company (collectively, “Company Voting Debt”), is issued or outstanding. (h) Other than the Support Agreements, there are no Contracts relating to voting, or the purchase or sale, of any Company Class A Common Stock between or among the Company, on the one hand, and any of the Company's stockholders is a party ’s shareholders, on the other hand. The terms of each of the Company Option Plans, the Company Options, the Company SARs, the Company Warrants and the Company RSUs permit the treatment of each such award as provided in Section 2.6, without the consent or by which any approval of them is boundthe holders thereof, in the Company’s shareholders or otherwise. True, correct and complete copies of each caseCompany Option Plan, the standard form of all Contracts relating to or issued under each Company Option Plan and all agreements and instruments relating to or issued under each Company Option Plan with respect to the issuanceCompany Options, holdingthe Company SARs, acquisitionthe Company Warrants or the Company RSUs that differ in any material respect from such standard form agreements have been made available to Parent, voting and such agreements and instruments have not been amended, modified or disposition supplemented since being made available to Parent, and there are no agreements, understandings or commitments to amend, modify or supplement such agreements or instruments in any case from those made available to Parent. No change in the price, exercise period or other modification in the terms of any shares Company Option, Company RSU, Company SAR, put, call or other right, in any such case will arise in connection with the Merger or upon termination of capital stock of employment or service with the Company or any of its SubsidiariesCompany Subsidiary, or with the Surviving Company, following the Merger or otherwise.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 60,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock, par value $.001 0.01 per share share, of the Company (the "“Company Preferred Stock"”). As of May 16the date of this Agreement, 2000, (i) 25,937,281 there were 20,723,743 shares of Company Common Stock were issued outstanding (inclusive of 530,538 shares of Company Restricted Stock granted pursuant to the Company Stock Incentive Plans and outstanding; (ii1,426,256 shares of Company Common Stock held by the Company’s Employee Stock Ownership Plan) and no shares of Company Preferred Stock were issued or outstanding; (iii) no . As of the date of this Agreement 1,592,382 shares of Company Common Stock were held in the treasury Company’s treasury. No other shares of Company Common Stock or Company Preferred Stock were issued or outstanding as of the Company; (iv) date of this Agreement. As of the date of this Agreement, no shares of Company Common Stock or Company Preferred Stock were held by any Subsidiary reserved for issuance, except for an aggregate of the Company; (v) 4,177,869 1,647,700 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon the exercise of the warrant Company Options pursuant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationIncentive Plans. None All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nor were they issued in violation nonassessable and free of anypreemptive rights, purchase option, call option, right with no personal liability attaching to the ownership thereof. No Subsidiary of first refusal, preemptive right, subscription right or any similar right created by the Company owns any shares of Company Common Stock (other than shares in trust accounts, managed accounts and the like for the benefit of customers or to which the Company is or was shares held in satisfaction of a party, nor does the Company have knowledge of any such rightdebt previously contracted). Except as set forth above and referred to in Section 2.3(a4.2(b) of the Company Disclosure Schedulebelow, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries has or is subject to bound by any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securitiessubscriptions, options, warrants, calls, convertible securities, preemptive rights, convertible redemption rights, stock appreciation rights, stock-based performance units or exchangeable securitiesother similar rights, commitments, agreements, arrangements agreements or undertakings commitments of any kind character relating to the purchase or issuance of any shares of the capital stock of the Company or of any of its Subsidiaries or other equity securities of the Company or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of the capital stock of the Company or any of its Subsidiaries (contingent including any rights plan or otherwiseagreement) or equity-based awards, nor is there any other agreement to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (A) register, issue, deliver deliver, transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities equity interests of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to or securities convertible into or exchangeable or exercisable for such shares or equity interests, (B) issue, grant, extend or enter into any such securitysubscription, option, warrant, call, convertible securities, stock-based performance units or other similar right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations commitment, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any material investment (in the form of a capital contribution or otherwise) in, the Company or any of its Subsidiaries. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any trust capital securities or other similar securities outstanding. (b) Section 4.2(b) of the Company Disclosure Letter contains a list setting forth, as of the date of this Agreement, all outstanding Company Options, Company Restricted Stock and all other equity or equity-based awards relating to Company Common Stock, the names of the optionees or grantees thereof, identification of any such optionees or grantees that are not current or former employees, directors or officers of the Company, the date each such Company Option, Company Restricted Stock or other award was granted, the number of shares of Company Common Stock subject to each such Company Option, Company Restricted Stock or underlying each such other award, the expiration date of each such Company Option or other award, any vesting schedule with respect to a Company Option or Company Restricted Stock which is not yet fully vested and the date on which each other award is scheduled to be settled or become free of restrictions, the price at which each such Company Option may be exercised (or base price with respect to stock appreciation rights, if any), and the fair market value of one share of Company Common Stock on the date of grant of each of the foregoing. The exercise price per share of each Company Option was, on the applicable date of grant of the Company Option, no less than the fair market value of one share of Company Common Stock on such grant date. (c) Section 4.2(c) of the Company Disclosure Letter lists the name, jurisdiction of incorporation, authorized and outstanding shares of capital stock or other equity interests and record and beneficial owners of such capital stock or other equity interests for each Subsidiary. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of the Company’s Subsidiaries, free and clear of any liens, licenses, pledges, charges, encumbrances, adverse rights or claims and security interests whatsoever (“Liens”), and all of such shares or other equity interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Except as set forth in Section 4.2(d) of the Company Disclosure Letter, and except for the ownership of the Company’s Subsidiaries and for investments held in a fiduciary capacity for the benefit of customers or acquired after the date of this Agreement in satisfaction of debts previously contracted in good faith, neither the Company nor any of its Subsidiaries beneficially owns or controls, directly or indirectly (other than through mutual funds or similar investments), any shares of stock or other equity interest in any corporation, firm, partnership, joint venture or other entity. (e) The Company does not have outstanding any bonds, debentures, notes or other indebtedness having the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which its stockholders may vote, and neither it nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of its capital stock, voting securities or other equity interests. Neither the Company nor any of its Subsidiaries has any outstanding obligations to repurchase, redeem or otherwise acquire any of its shares of capital stock stock, voting securities, other equity interests or rights (or options or warrants to acquire any such shares) other than a cashless exercise of Company Options outstanding, and in accordance with the Company or its Subsidiaries. Except as described terms in Section 2.3(c) of the Company Disclosure Scheduleeffect, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights ) or other agreements, arrangements or commitments to make any investment (in the form of any character (contingent capital contribution or otherwise) pursuant to which in any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariesperson.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 635,000,000 shares of Company Stock, of which 500,000,000 shares are designated as Class A Common Stock and 5,000,000 135,000,000 shares are designated as Class B Common Stock and (ii) 25,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16the close of business on February 12, 20002016, there were (i) 25,937,281 148,375,659 shares of Company Common Stock were issued and outstanding; , of which all were shares of Class A Common Stock, which excludes 46,957,591 shares of Company Stock held by the Company as treasury stock and no Company Restricted Shares, (ii) no an aggregate of 6,021,097 shares of Company Preferred Stock (plus approximately US$19.5 million in committed value) subject to outstanding Company RSUs, of which all were issued or outstanding; shares of Class A Common Stock, (iii) no outstanding Company Stock Options to purchase an aggregate of 3,617,537 shares of Company Common Stock (of which options to purchase an aggregate of 1,965,727 shares of Company Stock were held in the treasury exercisable), of the Company; which all were shares of Class A Common Stock, (iv) no shares of Company Class B Common Stock were held by any Subsidiary of the Company; issued and outstanding and (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or Preferred Stock issued and outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options All issued and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company arehave been, and all shares which that may be issued upon the exercise of stock options and warrants pursuant to any Company Stock Option or Company Restricted Stock Award will be, when issuedissued in accordance with the respective terms thereof, duly authorized, authorized and validly issued, issued and fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may votepaid. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in this Section 2.3(b) 4.05 and for changes since the close of business on February 12, 2016 resulting from the exercise of Company Disclosure ScheduleStock Options, the vesting of Company Restricted Shares or the settlement of Company RSUs outstanding on such date or issued after such date without violation of Section 6.01, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered reserved for issuance or sold, additional outstanding (i) shares of capital stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company or its convertible into or exchangeable or exercisable for shares of any of its Subsidiaries capital stock or obligating other voting securities of, or ownership interests in, the Company or any (iii) warrants, calls, options, agreements or other rights to acquire from the Company, or other obligation of its Subsidiaries the Company to issue, grantany capital stock, extend voting securities or enter securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any such security, option, warrant, call, right, commitment, agreement, arrangement capital stock of or undertakingvoting securities of the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except pursuant to any Company Stock Plans. Since February 12, 2016, the Company has not issued any Company Stock, other than or pursuant to the exercise of Company Stock Options, the vesting of Company Restricted Shares or the settlement of Company RSUs referred to above in this Section 4.05(b) that are outstanding as of such date or are issued after such date without violation of Section 6.01. All outstanding shares of capital stock (or options or warrants to acquire Company Common Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. No Company Securities are owned by any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities Subsidiary of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 5,334,285 shares of preferred stock, no par value $.001 per share (the "“Company Preferred Stock"”). As of May 16April 4, 20002014 (the “Company Capitalization Date”), (ii)(A) 25,937,281 61,089,588 Company Shares were issued and outstanding (including 1,579,468 shares underlying Company Restricted Share Awards), (B) no Company Shares were held in treasury and (C) no Company Shares were held by Subsidiaries of the Company, (ii) Company Stock Options to purchase 4,504,706 Company Shares were outstanding, (iii) Company RSU Awards with respect to 28,670 shares of Company Common Stock were issued outstanding, (iv) 1,803,662 Company Shares were reserved for issuance pursuant to the Company Equity Plans and outstanding; (iiv) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of All the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company Shares are, and all shares which may be issued upon the exercise of stock options and warrants will Company Shares reserved for issuance as noted above shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to any kind free of preemptive (or similar) pre-emptive rights. There are no bondsAll issued and outstanding shares of capital stock of, debentures, notes or other indebtedness equity interests in, each Significant Subsidiary of the Company with voting rights (are wholly owned, directly or convertible intoindirectly, or exchangeable for, securities with voting rights) on any matters on which stockholders of by the Company may votefree and clear of all Liens, other than Company Permitted Liens. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b3.2(a) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, above and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contributionSection 3.2(e) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedulebelow, as of the date hereof: (i) the Company does not have any shares of capital stock issued or outstanding other than the Company Shares that have become outstanding after the Company Capitalization Date, but were reserved for issuance as set forth in Section 3.2(a) above, and (ii) there are no outstanding securitiessubscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, convertible agreements or exchangeable securities, commitments, agreements, arrangements or undertakings commitments relating to the issuance of any kind (contingent or otherwise) capital stock to which the Company or any of its the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of its the Company Subsidiaries to (A) issue, deliver transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of in the capital stock or other voting securities equity interests of the Company or of any of its Subsidiaries Company Subsidiary or obligating securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or any a wholly owned Subsidiary of its Subsidiaries to issue, the Company); (B) grant, extend or enter into any such securitysubscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, ; (C) redeem or otherwise acquire any such shares in its capital or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital stock contribution or otherwise) in, any Company Subsidiary that is not wholly owned. (c) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or options which are convertible into or warrants exercisable for securities having the right to acquire any such sharesvote) with the shareholders of the Company or its Subsidiaries. Except as described in Section 2.3(con any matter. (d) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there There are no voting trusts, proxies trusts or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of the capital stock or other equity interest of the Company or any Company Subsidiary. (e) Section 3.2(e) of its Subsidiariesthe Company Disclosure Letter sets forth a true and complete list, as of the Company Capitalization Date, of (i) each Company Equity Award, (ii) the name of each Company Equity Award holder, (iii) the number of Company Shares underlying each Company Equity Award, (iv) the date on which each Company Equity Award was granted, (v) the Company Equity Plan under which each Company Equity Award was granted, (vi) the exercise price of each Company Equity Award, if applicable, and (vii) the expiration date of each Company Equity Award, if applicable.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 350,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of the close of business on May 1628, 20002013, (i) 25,937,281 235,419,799 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock of which were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject toand free of preemptive rights and (ii) 579,951 shares of Company Common Stock were held in treasury. (b) As of the close of business on May 28, and were not issued in violation of2013, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one had no shares of its direct or indirect SubsidiariesCompany Common Stock reserved for issuance, free except for 11,992,128 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Plans (including 301,501 shares for outstanding Company Options and clear of all Liens whatsoever. Except as 2,446,024 shares for outstanding RSU Awards, Performance Awards and DSU Awards (including shares related to the phantom equity award set forth in on Section 2.3(b3.02(c) of the Company Disclosure ScheduleLetter)), there are no restrictions 605,306 shares of any kind which prevent Company Common Stock reserved for issuance pursuant to the payment Company Stock Purchase Plan and 1,446,955 shares of dividends by any of Company Common Stock reserved for issuance under the Company's Subsidiaries, and neither ’s Dividend Reinvestment Plan (formerly known as the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any PersonCommon Stock Investment Plan). (c) Except as described in Section 2.3(c3.02(c) of the Company Disclosure ScheduleLetter contains a complete list, as of the date of this Agreement, of outstanding Company Options, RSU Awards, Performance Awards and DSU Awards, including for each award (as applicable) the holder (the specific identity of whom may be redacted to the extent required by applicable Law), type of award, number of Shares subject to such award, the applicable Company Stock Plan, grant date, and the number of shares vested and exercise price, if applicable. (d) As of the date hereof, except as provided in Sections 3.02(a), (b) and (c), there are no (i) outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of 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 interest in, the Company, (ii) outstanding securities of the Company or any Company Subsidiary convertible into or exchangeable for one or more shares of any of its Subsidiaries capital stock of, or obligating other equity or voting interests in, the Company or any Company Subsidiary, (iii) options, warrants or other rights relating to or based on the value of its Subsidiaries the equity securities of the Company or any Company Subsidiary, (iv) agreements, commitments or arrangements of any character that are binding on the Company or any Company Subsidiary that obligate the Company or any Company Subsidiary to issue, acquire or sell any capital stock of, or other equity interests in, the Company or any Company Subsidiary, (v) obligations of the Company or any Company Subsidiary to grant, extend or enter into any such security, optiona subscription, warrant, call, right, commitmentconvertible or exchangeable security or other similar Contract relating to any capital stock of, agreementor other equity or voting interest (including any Company Voting Debt) in, arrangement the Company or undertakingany Company Subsidiary, or (vi) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by the Company or any Company Subsidiary that are linked to the value the Company Common Stock (the items in clauses (i)-(vi), together with the capital stock of, or other equity interest in, the Company or any Company Subsidiary, being referred to collectively as “Company Securities”). There Since the close of business on May 28, 2013 through the date hereof, the Company has not issued any shares of Company Common Stock or other class of equity security (other than shares in respect of Company Options, RSU Awards, Performance Awards and DSU Awards). As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated the Company Subsidiaries. (e) As of the date hereof, except with respect to the Company Options, RSU Awards, Performance Awards and DSU Awards and options under the Company Stock Purchase Plan referred to in accordance therewith Sections 3.02(a), (other than ordinary course payments or commissions to sales representatives b) and (c) and the related award agreements, there are no outstanding obligations of the Company based upon revenues generated by them without augmentation as a result or any Company Subsidiary (i) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (ii) requiring the transactions contemplated herebyregistration for sale of or (iii) granting any preemptive or antidilutive rights or other similar rights with respect to any Company Securities. (collectivelyf) There are no outstanding bonds, "Stock-Based Rights") debentures, notes or to cause other indebtedness of the Company or any of its the Company Subsidiaries having the right to file a registration statement under vote on any matters on which holders of capital stock or other equity interests of the Securities ActCompany or any of the Company Subsidiaries may vote (“Company Voting Debt”). (g) The Company or another Company Subsidiary owns, directly or which otherwise relate to indirectly, all of the registration issued and outstanding shares of capital stock or other equity securities of each of the Company Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws), and all of such outstanding shares of capital stock or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for (i) equity securities in the Company Subsidiaries, (ii) securities in a publicly traded company held for investment by the Company or any of the Company. Except Company Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company and (iii) as set forth in Section 2.3(c3.02(g) of the Company Disclosure Schedule or Letter, neither the Company Stockholders' Agreementnor any Company Subsidiary owns, there are no voting trustsdirectly or indirectly, proxies any equity security in any person, or has any obligation to acquire any such equity security, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other agreements, commitments or understandings of any character to which person. (h) Neither the Company or nor any of its the Company Subsidiaries is a party or by which to any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, voting agreement with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other voting securities or equity interests of the Company or any of its the Company Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 300,000,000 shares of Company Common Stock and 5,000,000 2,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock"”). As of May 16June 25, 20002015, (ithe “Company Capitalization Date”), (i)(A) 25,937,281 69,212,689 Company Shares were issued (excluding Company Shares held in treasury), (B) 5,339,972 Company Shares were held in treasury and (C) no Company Shares were held by Subsidiaries of the Company, (ii) Company Stock Options to purchase 101,314 Company Shares were outstanding, (iii) Company RSU Awards with respect to 253,243 shares of Company Common Stock were issued outstanding, (iv) Company PVRSU Awards with respect to 476,707 shares (assuming maximum achievement of performance goals) of Company Common Stock were outstanding, and outstanding; (iiv) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares . The per share exercise price of each Company Stock Option was not less than the fair market value of a share of Company Common Stock were held in on the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporationapplicable grant date. None of All the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company Shares are, and all shares which may be issued upon the exercise of stock options and warrants will Company Shares reserved for issuance as noted above shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to any kind free of preemptive (or similar) pre-emptive rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized All issued and outstanding shares of capital stockstock of, and ownership thereofor other equity interests in, of each Significant Subsidiary of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, Company are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are wholly-owned, of record and beneficiallydirectly or indirectly, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Liens, other than Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any PersonPermitted Liens. (c) Except as described set forth in Section 2.3(c3.2(a) of the Company Disclosure Scheduleabove and Section 3.2(f) below, as of the date hereof: (i) the Company does not have any shares of capital stock issued or outstanding other than the Company Shares that have become outstanding after the Company Capitalization Date, but were reserved for issuance as set forth in Section 3.2(a) above, and (ii) there are no outstanding securitiessubscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, convertible agreements or exchangeable securities, commitments, agreements, arrangements or undertakings commitments relating to the issuance of any kind (contingent or otherwise) capital stock to which the Company or any of its the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of its the Company Subsidiaries to (A) issue, deliver transfer or sell, or cause to be issued, delivered or sold, additional sell any shares of in the capital stock or other voting securities equity interests of the Company or of any of its Subsidiaries Company Subsidiary or obligating securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or any a wholly-owned Subsidiary of its Subsidiaries to issue, the Company); (B) grant, extend or enter into any such securitysubscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, ; (C) redeem or otherwise acquire any such shares in its capital or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital stock contribution or otherwise) in, any Company Subsidiary that is not wholly-owned. (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or options which are convertible into or warrants exercisable for securities having the right to acquire any such sharesvote) with the stockholders of the Company or its Subsidiaries. Except as described in Section 2.3(con any matter. (e) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there There are no voting trusts, proxies trusts or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of the capital stock or other equity interest of the Company or any Company Subsidiary. (f) The Company has made available to Parent a true and complete list, as of its Subsidiariesthe Company Capitalization Date and on an aggregate basis, of (i) the number of Company Shares underlying Company Equity Awards and (ii) the exercise prices of Company Equity Awards, if applicable.

Capitalization. (a) The As of November10, 2000, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of 20,000,000 Company Common Stock Shares, and 5,000,000 500,000 shares of preferred stock, $0.01 par value $.001 per share (the "Preferred Stock"), of which 100,000 shares are designated as shares of Series A Junior Participating Preferred Stock, $0.01 par value per share ("Company Preferred StockShares"). As of May 16November10, 2000, (ia) 25,937,281 shares of 6,491,823 Company Common Stock Shares were outstanding, (b) 6,491,823 Rights issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Rights Agreement were outstanding, (c) Company Options to purchase an aggregate of 1,755,486 Company Common Shares were outstanding, all of which were granted under the 1992 Equity Incentive Plan, 1994 Directors Stock Option Plans Plan and 1998 Employee and Consultant Non-Qualified Stock Option Plan (collectively, the "Outstanding Employee OptionsStock Option Plans"); (vi) 641,515 shares of , 1,755,486 Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock Shares were reserved for issuance upon the exercise of the warrant to purchase the outstanding Company Options, 1,206,159 Company Common Shares were reserved for future grants under the Stock dated October 28Option Plans and 100,000 Company Preferred Shares were reserved for issuance under the Rights Agreement, 1998 held by Intel Corporation. None of the outstanding shares of (d) 1,937,776 Company Common Stock are subject to, nor Shares were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created held by the Company or to which the Company is or was a partyin its treasury, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a(e) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company arewere held by the Company's Subsidiaries. Except for the Rights, and all shares the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which may be are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. Since November 10, 2000, the Company (i) has not issued any Company Common Shares other than upon the exercise of stock options Company Options, (ii) has granted no Company Options to purchase Company Common Shares under the Stock Option Plans or otherwise, and warrants will be(iii) has not split, when issued, combined or reclassified any of its shares of capital stock. All issued and outstanding Company Common Shares are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of Except for the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure ScheduleRights, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional other shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.and no existing options,

Capitalization. (a1) The Subject to the effectiveness of the Charter Amendment, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 15,000,000 shares of Company Common Stock and 5,000,000 200,000 shares of preferred stock, no par value $.001 per share (the "“Company Preferred Stock"”). As of May 16the date hereof, 2000, (i) 25,937,281 there are 4,533,653 shares of Company Common Stock were issued and outstanding; , 268 shares of Series B Preferred Stock outstanding, 32,668 shares of Series C Preferred Stock outstanding, and 2,635.5462 shares of the Company’s Fixed Rate Non-Voting Perpetual Non-Cumulative Preferred Stock, Series D outstanding, and no other Company Preferred Stock outstanding, and the TARP Warrant allows for the purchase of 508,320 shares of Common Stock by the Treasury at an exercise price of $9.64 per share. As of the date hereof, there are outstanding stock options issued under the Company’s 2003 Stock Option Plan, as amended or supplemented, a copy of which is included in Section 2.2(c)(1) of the Disclosure Schedule, to purchase an aggregate of 192,500 shares of the Common Stock (ii) the “Company Stock Option Plan”). As of the date hereof, other than in respect of the TARP Warrant, awards outstanding under or pursuant to the Company Stock Option Plan and for purposes of the Transactions, no shares of Common Stock or Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury are reserved for issuance. All of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); issued and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except in connection with the Transactions, neither the Company nor were they issued in violation any Company Subsidiary nor any of anyits or any Company Subsidiaries’ officers, purchase optiondirectors, call option, or employees is a party to any right of first refusal, preemptive rightright of first offer, subscription right proxy, voting agreement, voting trust, registration rights agreement, or any similar right created by shareholders agreement with respect to the Company sale or to which the Company is or was a party, nor does the Company have knowledge voting of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstandingCompany. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no No bonds, debentures, notes or other indebtedness of having the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) right to vote on any matters on which the stockholders of the Company may vote. vote (b“Voting Debt”) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized are issued and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoeveroutstanding. Except as set forth elsewhere in this Section 2.3(b) of 2.2(c), or in connection with the Transactions, or as Previously Disclosed, the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends does not have and is not bound by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securitiessubscriptions, options, warrants, calls, repurchase rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings agreements of any kind (contingent character calling for the purchase or otherwise) to which the issuance of, or securities or rights convertible into or exchangeable or exercisable for, any shares of Common Stock or Company Preferred Stock or any of its Subsidiaries is a party or by which any of them 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 or other voting equity securities of the Company or of any of its Subsidiaries or obligating the Company Voting Debt or any of its Subsidiaries securities representing the right to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem purchase or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company (including any rights plan or any agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of its Subsidiariesshares of Common Stock pursuant to the Primary Investment Transactions. (2) Section 2.2(c)(2) of the Disclosure Schedule sets forth the following information with respect to each Company Stock Option, which is true, correct and complete as of the date of this Agreement: (A) the name of each holder of Company Stock Options and (B) the number of shares of Common Stock subject to such Company Stock Option, the grant date, exercise price, number of shares vested or not otherwise subject to restrictions, vesting schedule and the Company Stock Option Plan under which such Company Stock Options were granted. Each Company Stock Option (i) was granted in compliance with all applicable laws and all of the terms and conditions of the Company Stock Option Plans pursuant to which it was issued, (ii) has an exercise price per share of Common Stock equal to or greater than the fair market value of a share of Common Stock on the date of such grant and (iii) has a grant date identical to the date on which the Board of Directors or compensation committee of the Board of Directors actually awarded such Company Stock Option.

Capitalization. (a) The authorized capital As of the Company date of this Agreement, the Company’s authorized share capital consists solely of 105,000,000 shares, divided into 100,000,000 shares of 200,000,000 Company Common Stock Shares and 5,000,000 shares of 25,000,000 preferred stockshares, par value $.001 0.01 per share (the "Company each, a “Preferred Stock"Share”). . (b) As of May 16November 21, 20002014, (i) 25,937,281 shares of 24,836,879 Company Common Stock Shares were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock Shares were held in the treasury of the Company; Company and (iviii) no shares of Company Common Stock Shares were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation’s Subsidiaries. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a3.2(b) of the Company Disclosure ScheduleLetter sets forth, a correct and complete list, as of November 21, 2014, of Company Share Options, Restricted Share Awards, Company Time-Based RSUs, Company MSUs and Company EIP Awards (each, an “Equity Award”) under the Company Equity Plans, including the holder, date of grant, expiration date, vested status and vesting schedule, number of Company Common Shares underlying such Equity Award (including the target and maximum number of Company Common Shares underlying such award), the Company Equity Plan under which the Equity Award was granted and, where applicable, exercise or reference price. From November 21, 2014 to the date hereof, the Company has not issued any Company Common Shares except pursuant to the vesting or exercise of Equity Awards outstanding on November 21, 2014 in accordance with their terms and, since November 21, 2014, the Company has not issued any Equity Awards. All outstanding grants of Equity Awards were made under and in compliance with the Company Equity Plans. No Preferred Shares are issued and outstanding. (c) Except as described in this Section 3.2, as of the date hereof, there are (i) no shares of voting or non-voting capital stock, other equity interestssecurities of, or other equity or voting interests in, the Company, (ii) no outstanding shares or securities of the Company were issuedconvertible into or exchangeable for share capital of, reserved for issuance or outstanding. Except as described in Section 2.3(aother equity or voting interests in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any shares or securities, or other equity or voting interests in, the Company, (iv) no obligations of the Company Disclosure Scheduleto grant, extend or enter into any subscription, warrant, right, convertible or exchange security or other similar agreement or commitment relating to any shares or securities of, or other equity or voting interests in the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to, collectively, as “Company Securities”), and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities, or dividends paid thereon. (d) With respect to the Equity Awards, (i) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all outstanding options to purchase necessary corporate action, including, as applicable, approval by the Company Board or Compensation Committee, or a committee thereof and any required approval by the shareholders of the Company, (ii) each such grant was made in accordance with all applicable Laws, including the rules of the NYSE, (iii) the per share exercise price of each Company Share Option was not less than the fair market value of a Company Common Stock were granted under Share on the applicable Grant Date, (iv) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Equity Awards in the Company's Option Plans. In connection with the execution of this Agreement, ’s Tax Returns and the Company has SEC Reports, respectively, and (v) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. The treatment of the Equity Awards provided to Parent a complete list in Section 2.4 will comply with all applicable Laws and the terms and conditions of all the Company Equity Plans and the applicable Equity Award agreements. (e) All issued and outstanding options and warrants to purchase Company Common Stock as Shares and all Company Common Shares that are subject to issuance prior to the Effective Time and upon the terms and subject to the conditions specified in the instruments under which they are issuable, (i) are, or, in the case of shares issued after the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stocknon-assessable, and ownership thereof, of each issued in compliance with applicable Law and the terms and provisions of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to’s Organizational Documents, and were not issued in violation of(ii) are not, any preemptive (or similar) rightsor, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form case of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of shares issued after the date hereof, there are no outstanding securitieswill not be, options, warrants, calls, subject to any pre-emptive or similar rights, convertible purchase option call or exchangeable securities, commitments, agreements, arrangements right of first refusal or undertakings of any kind similar rights. (contingent or otherwisef) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock (Company Common Shares, bonds, debentures, notes or options or warrants to acquire any such shares) other indebtedness of the Company or its Subsidiaries. Except as described in Section 2.3(c) share capital, bonds, debentures, notes or other indebtedness of any Subsidiary of the Company Disclosure Schedule, as or (ii) to provide any funds to or make any investment in (A) any Subsidiary of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights Company that is not wholly owned by the Company or (B) any other agreements, arrangements or commitments Person. No holder of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of securities in the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions has any right to sales representatives of the Company based upon revenues generated have such securities registered by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries. (g) The Company Common Shares constitute the only outstanding class of securities of the Company or its Subsidiaries registered under the Exchange Act.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into (i) 100,000,000 shares of Company common stock, par value $0.001 per share (the “Common Stock Stock”), and (ii) 5,000,000 shares of preferred stock, par value $.001 0.001 per share (the "Company “Preferred Stock"”). As of May 16December 31, 2000, 2006 (iA) 25,937,281 17,547,706 shares of Company Common Stock were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued or and outstanding; , (iiiC) no shares of Company Common Stock were issued and held in the treasury of the Company or otherwise owned by the Company; , (ivD) no 2,218,543 shares of Company Common Stock were held by any Subsidiary issuable upon the exercise of the Company; all outstanding Company Options and (vE) 4,177,869 99,884 shares of Company Common Stock were duly reserved issuable upon the exercise of Warrants. Since December 31, 2006 and prior to the date hereof, except for future issuance pursuant to employee stock options granted 1,593 shares of Common Stock issued pursuant to the Option Plans (exercise Company Options, the "Outstanding Employee Options"); (vi) 641,515 Company has not issued any shares of Company Common Stock were duly reserved for future issuance pursuant or shares of Preferred Stock. Since December 31, 2006 and prior to the Company's 1999 Employee Stock Purchase Plan (date hereof, the "Purchase Plan"); and (vii) 36,764 Company has not issued any Company Options to purchase shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationStock. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a3.2(a) of the Company Disclosure ScheduleSchedule sets forth a complete and accurate list, as of the date hereof, no shares of: (i) all Company Stock Plans, indicating for each Company Stock Plan, the number of voting or non-voting capital stockShares issued under such Company Stock Plan, other equity intereststhe number of Shares subject to outstanding Company Options, or other voting securities SARs and RSUs (collectively, the “Company Stock Rights”) and Restricted Stock under such Company Stock Plan; and (ii) all outstanding Company Stock Rights and Restricted Stock, indicating with respect to each (1) the name of the Company were issuedholder thereof, reserved for issuance or outstanding. Except as described in Section 2.3(a(2) of the Company Disclosure ScheduleStock Plan under which it was granted, all outstanding options (3) the number of Shares subject to purchase such Company Common Stock were granted under Company's Option Plans. In connection with Right or Restricted Stock and the execution portion of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock which that is vested as of the date hereof, (4) the record holder thereof exercise price and the exercise prices date of grant thereof, (5) the date upon which such Company Stock Right or Restricted Stock would normally be expected to expire absent termination of employment or other acceleration and (6) whether or not such Company Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. All of such Company Stock Rights and Restricted Stock have been granted to service providers of the Company in the ordinary course of business pursuant to the Company Stock Plans. The Company does not have any stock purchase plans with respect to its capital stock. All of the outstanding shares of the Company’s capital stock of the Company are, and all shares Shares which may be issued upon pursuant to the exercise of stock options outstanding Company Stock Rights and warrants Warrants will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable. (b) Except as set forth above, (i) there are no shares of capital stock of the Company authorized, designated, issued or outstanding, (ii) there are no (x) options, warrants, restricted stock, restricted stock units, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt (as defined below) of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Equity Interests”) or (y) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares or any capital stock of, or other Equity Interests in, the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company, (c) there are no rights, agreements or arrangements of any character which provide for any stock appreciation or similar right or grant any right to share in the equity, income, revenue or cash flow of the Company and not subject to any kind of preemptive (or similard) rights. There there are no bonds, debentures, notes or other indebtedness of the Company with having general voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on any matters on which stockholders (“Voting Debt”) of the Company may voteissued and outstanding. (bc) Section 2.3(b3.2(c) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear a listing of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, outstanding Warrants as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings their date of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of their expiration date and the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock exercise price therefor. (or options or warrants to acquire any such sharesd) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c3.2(d) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other sets forth a list of all stock holder agreements, commitments voting trusts and other agreements or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, are otherwise known to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect Company and relating to the issuance, holding, acquisition, voting or disposition of any shares of the Company’s capital stock or granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the Company Board of Directors. The Company has not granted any preemptive rights, anti-dilutive rights or any rights of its Subsidiariesfirst refusal or similar rights.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 no shares of preferred stock, par value $.001 per share (stock of the "Company Preferred Stock")Company. As of May 16June 2, 20002004, (i) 25,937,281 8,346,981 shares of Company Common Stock were issued and outstanding; , (ii) no 2,980,000 shares of Company Preferred Common Stock were issued or outstanding; have been authorized and reserved for issuance pursuant to the Company Stock Option Plans, subject to adjustment on the terms set forth in the Company Stock Option Plans, (iii) no 1,325,286 Options were outstanding under the Company Stock Option Plans, and (iv) 2,614,364 shares of Company Common Stock were held in the treasury of the Company; (iv) . As of the date of this Agreement, the Company had no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except than as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereofabove. All such issued and outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive rights. (or similarb) rights. There are The Company has no outstanding bonds, debentures, notes or other indebtedness obligations the holders of which have the Company with voting rights right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with voting rights) on any matters on which the stockholders of the Company may voteon any matter. (bc) Except for the Options (all of which have been issued under the Company Stock Option Plans) and the Company Rights Agreement, there are not any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock of the Company. Section 2.3(b5.3(c) of the Company Disclosure Schedule sets forth a full list of the Options, including the name of the person to whom such Options have been granted, the number of authorized and outstanding shares of capital stocksubject to each Option, the per share exercise price for each Option, and ownership thereof, the vesting schedule for each Option. True and complete copies of each all instruments (or the forms of such instruments) referred to in this Section 5.3(c) have been furnished or made available to Parent. (d) Section 5.3(d) of the Company's Subsidiaries. All Company Disclosure Schedule sets forth a complete list of the outstanding shares restricted stock awards granted under the Company Stock Option Plans. True and complete copies of capital stock all instruments (or the forms of each of the Company's Subsidiaries such instruments) referred to in this Section 5.3(d) have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive furnished or made available to Parent. (or similare) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b5.3(e) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation agreements or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which with respect to the voting of any of them 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 or other voting securities of the Company or which restrict the transfer of any of its Subsidiaries or obligating such shares, nor does the Company have knowledge of any third party agreements or any understandings with respect to the voting of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement shares or undertaking. which restrict the transfer of any such shares. (f) There are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (stock, partnership interests or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute securities of the Company or any of its Subsidiaries or assets or calculated in accordance therewith Company Subsidiary. (other than ordinary course payments or commissions to sales representatives of g) Neither the Company based upon revenues generated nor any Company Subsidiary is under any obligation, contingent or otherwise, by them without augmentation as a result reason of any agreement to register the transactions contemplated hereby) (collectively, "Stock-Based Rights") offer and sale or to cause the Company or resale of any of its Subsidiaries to file a registration statement their securities under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 500,000,000 Shares and (ii) 10,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stockPreferred Stock, par value $.001 0.001 per share (the "Company “Preferred Stock"”). As At the close of May 16business on October 21, 20002016, (ithe “Measurement Date”) 25,937,281 (w) 16,131,648 Shares were issued and outstanding and no shares of Company Common Preferred Stock were issued and outstanding; , (iix) 2,000 Shares were held in the Company’s treasury and no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; ’s treasury, (ivy) no shares of Company Common Stock 308,666 Restricted Shares were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); issued and outstanding and (viiz) 36,764 shares of Company Common Stock 2,414,000 Shares were reserved for issuance upon exercise of the warrant to purchase the under Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued Options or change in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as control agreements set forth above and in on Section 2.3(a4.2(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstandingSchedule (“Change in Control Agreements”). Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b4.2(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each Company Stock Option and Restricted Share award, including the number award recipient, grant date, exercise price (if applicable) and vesting schedule. All of the issued and outstanding Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of any preemptive rights. As of the date of this Agreement, except as provided herein, there are no outstanding subscriptions, options, warrants, calls, commitments, stock appreciation rights or similar derivative securities, or agreements of any character calling for the purchase or issuance of any security of the Company to which the Company or any Company Subsidiary is a party, including any securities representing the right to purchase or otherwise receive any shares of capital stock, . Each holder of an outstanding Company Stock Option or Restricted Share award has executed and ownership thereof, of each delivered to Parent an Option/Restricted Stock Cancellation Acknowledgement and Agreement in substantially the form set forth on Exhibit C to this Agreement. (b) Section 4.2(b) of the Company's Subsidiaries. All Company Disclosure Schedule sets forth, as of the outstanding shares date of capital stock of this Agreement, each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoeverSubsidiary. Except as set forth in Section 2.3(b4.2(b) of the Company Disclosure Schedule, there the Company does not directly or indirectly own any other equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, other than indirect equity and similar interests held for investment which are no restrictions not, individually or in the aggregate, material to the Company. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of, or other equity interests in, each of the Company Subsidiaries, free and clear of any kind which prevent Liens, except for (i) Liens imposed under federal or state securities Laws, or (ii) Liens arising under the payment Company Credit Agreement (or any replacement thereof). All such shares of dividends by capital stock or other equity interests are duly authorized and validly issued and are fully paid, non-assessable and free of any of the Company's Subsidiaries, and neither preemptive rights. Neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no Subsidiaries has any outstanding securitiessubscriptions, options, warrants, calls, rights, convertible commitments or exchangeable securities, commitments, agreements, arrangements or undertakings agreements of any kind (contingent character calling for the purchase or otherwise) to which issuance of any security of any of the Company Subsidiaries, including any securities representing the right to purchase or otherwise receive any of its Subsidiaries is a party or by which any of them 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 or other voting equity securities of any of the Company or of any of its Subsidiaries or obligating Subsidiaries, other than with respect to Liens arising under the Company Credit Agreement (or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingreplacement thereof). There are no outstanding contractual obligations restrictions on the Company with respect to voting the stock of any Company Subsidiary. There are no obligations, contingent or otherwise, of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute equity securities of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the CompanySubsidiaries. Except as set forth in Section 2.3(c4.2(b) of the Company Disclosure Schedule or (i) with respect to all stockholders other than those who will be a party to the Tender and Support Agreement, to which the Company Stockholders' has Knowledge, and (ii) with respect to any stockholder who will be a party to the Tender and Support Agreement, there are no voting trusts, proxies proxies, stockholder agreements or other agreements, commitments similar agreements or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock equity securities of the Company or any of its the Company Subsidiaries. (c) The Company has sufficient authorized Shares to issue the Top-Up Shares to Purchaser if Purchaser exercises the Top-Up Option.

Capitalization. (a) The authorized share capital of the Company consists of 105,000,000 shares, divided into 100,000,000 1,350,000,000 shares of Company Common Stock and 5,000,000 25,000,000 shares of preferred stock, without par value $.001 per share value, of the Company (the "“Company Preferred Stock"”). As of May 16July 24, 20002025, there were (i) 25,937,281 224,354,307 shares of Company Common Stock were issued and outstanding; outstanding (not including the Subsidiary Treasury Stock), (ii) 20,320,777 shares of Subsidiary Treasury Stock, (iii) no shares of Company Preferred Stock were issued or and outstanding; , (iiiiv) no Company Options to purchase an aggregate of 371,302 shares of Company Common Stock were held in the treasury of the Company; issued and outstanding, (ivv) no 118,586 shares of Company Common Stock were held by any Subsidiary of underlying outstanding Company PSUs if performance conditions are satisfied at the Company; target level, (vvi) 4,177,869 557,502 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans underlying outstanding Company RSUs, and (the "Outstanding Employee Options"); (vivii) 641,515 6,041,340 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase new awards under the Company Common Stock dated October 28, 1998 held by Intel CorporationShare Plans. None of the All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the First Effective Time will be, when issued, duly authorized and validly issued as fully paid and nonassessable, and are not subject to, nor to and were they not issued in violation of anyany preemptive or similar right, purchase option, call option, or right of first refusal, preemptive right, subscription right refusal or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) To the Knowledge of the Company Disclosure ScheduleCompany, as of the date hereof, no Person is the beneficial owner of ten percent (10%) or more of the issued shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Common Stock. (b) Except as described set forth in Section 2.3(a3.2(a) or as required by the terms of the Company Disclosure ScheduleBenefit Plans, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with as of the execution date of this Agreement, (i) the Company has provided to Parent a complete list does not have any shares of all outstanding options and warrants to purchase its capital stock issued or outstanding, other than shares of Company Common Stock that have become outstanding after July 24, 2025, which were reserved for issuance as of July 24, 2025 as set forth in Section 3.2(a), and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the date hereofissuance of capital stock of the Company or any of the Company’s Subsidiaries to which the Company or any of the Company’s Subsidiaries is a party obligating the Company or any of the Company’s Subsidiaries to (A) issue, the record holder thereof and the exercise prices thereof. All outstanding transfer or sell any shares of capital stock of the Company areor any of the Company’s Subsidiaries or securities convertible into, and all exercisable for or exchangeable for such shares, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, or (C) redeem or otherwise acquire any such shares which may be issued upon of capital stock. (c) Neither the exercise Company nor any of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness similar obligations, the holders of which have the right to vote (or which are convertible into, exercisable for or exchangeable for securities having the right to vote) with the shareholders of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders matter. No Subsidiary of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of owns any capital stock, and ownership thereof, of each stock of the Company's Subsidiaries. All of Except for its interests (i) in its Subsidiaries and (ii) in any Person in connection with any joint venture, partnership or other similar arrangement with a third party, the outstanding shares of Company does not own, directly or indirectly, any capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or other equity interests in any Person. (cd) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there There are no outstanding securities, options, warrants, calls, rights, convertible voting trusts or exchangeable securities, commitments, agreements, arrangements other agreements or undertakings of any kind (contingent or otherwise) understandings to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of the Company Common Stock or other capital stock of the Company or any of its Subsidiaries. (e) Section 3.2(e) of the Company Disclosure Schedules lists each Subsidiary of the Company, its jurisdiction of organization and the percentage of its equity interests directly or indirectly held by the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 .01 per share (the "Company Preferred Stock"), of which 150,000 shares of Company Preferred Stock have been designated as Series A Preferred Stock. As of May 16, 2000the close of business on the date one business day prior to the date hereof, (i) 25,937,281 19,693,629 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; , (iii) no shares of Series A Preferred Stock were issued and outstanding, (iv) no other shares of Company Common Preferred Stock were held by any Subsidiary of the Company; issued or outstanding, (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 7,088,823 shares of Company Common Stock were reserved for issuance upon exercise of under the warrant to purchase Company's employee stock option plans and the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and option agreements listed in Section 2.3(a4.3(a) of the Company Disclosure ScheduleSchedule in the amounts stated in such section and (vi) there were no bonds, as of the date hereofdebentures, no shares of voting or non-voting capital stock, other equity interests, notes or other voting securities evidences of indebtedness issued or outstanding having the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of right to vote on any matters on which the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with stockholders may vote ("Voting Debt"). (b) All the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, have been duly authorized and all shares which may be validly issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, are fully paid and nonassessable non-assessable free of all preemptive or similar rights and not subject to any kind of preemptive (were issued in accordance with the registration or similar) rights. There are no bonds, debentures, notes or other indebtedness qualification requirements of the Company with voting rights (Securities Act and any relevant state securities laws or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may votepursuant to valid exemptions therefrom. (bc) Section 2.3(b) of Except for the Warrants and the Company Disclosure Schedule sets forth the number of authorized Stock Options, which are listed on Sections 2.3(b)(i)(A) and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b2.3(b)(i)(B) of the Company Disclosure Schedule, there are no restrictions warrants, options, subscriptions, calls, rights, commitments, convertible securities or any other agreements of any kind character to or by which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor or any of its Subsidiaries is a party or is bound which, directly or indirectly, obligate the Company or any of its Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold any additional shares of Company Common Stock, Company Preferred Stock or any other capital stock, equity interest or Voting Debt of the Company or any Subsidiary of the Company, any securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for any such shares, interests or Voting Debt, or any phantom shares, phantom equity interests or stock or equity appreciation rights, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such subscription, option, warrant, call or right (collectively, "Convertible Securities"). Neither the Company nor any Subsidiary thereof is subject to any obligation (contingent or requirement to provide funds for or to make any investment (in the form of a loan or capital contributionotherwise) to repurchase or in otherwise acquire or retire any Personshares of its capital stock. (cd) Except as described disclosed in Section 2.3(c4.3(d) of the Company Disclosure Schedule, as of there are not, and immediately after the date hereofEffective Time, there are no will not be, any outstanding securitiesor authorized subscriptions, options, warrants, calls, rights, convertible commitments or exchangeable securities, commitments, agreements, arrangements or undertakings other agreements of any kind character to or by which the Company or any of its Subsidiaries is a party or is bound that, directly or indirectly, (contingent i) call for or otherwiserelate to the sale, pledge, transfer or other disposition by the Company or any Subsidiary of the Company of any shares of capital stock, any partnership or other equity interests or any Voting Debt of any Subsidiary of the Company, or (ii) relate to the voting or control of such capital stock, partnership or other equity interests or Voting Debt. (e) (i) no stockholder of the Company is entitled to any preemptive or similar rights to subscribe for shares of capital stock of the Company, (ii) the Company has not agreed to register any of its securities under the Securities Act (other than pursuant to the registration rights agreement listed in Section 4.3(e) of the Company Disclosure Schedule) and (iii) there are no existing voting trusts or similar agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of the capital stock of the Company or any of its Subsidiaries. (f) No party (except the Company) to the registration rights agreements listed in Section 4.3(e) of the Company Disclosure Schedule (excluding those registration rights agreements that are mentioned in Section 8.2(g) hereof) is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares50,000,000 shares of capital stock, divided into 100,000,000 of which (i) 40,000,000 shares have been designated as shares of Company Common Stock and 5,000,000 (ii) 151,000 shares have been designated as shares of preferred stockClass A Junior Participating Preferred Stock, par value $.001 1.00 per share share, of the Company (the "“Company Preferred Stock")”) for issuance upon exercise of the Company Rights pursuant to the Rights Agreement. As At the close of May 16business on June 29, 20002007, (i) 25,937,281 15,005,000 shares of Company Common Stock were issued and outstanding; , (ii) no 35,000 shares of Company Preferred Common Stock were issued or outstanding; held in the Company’s treasury, (iii) no shares of Company Common Stock were held in the treasury of the Company; reserved for issuance, (iv) no shares of Company Common Preferred Stock were held by any Subsidiary of the Company; issued and outstanding (v) 4,177,869 but 151,000 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Preferred Stock were reserved for issuance upon exercise of the warrant Company Rights pursuant to purchase the Company Common Stock dated October 28Rights Agreement), 1998 held by Intel Corporation. None and (v) no other class or series of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company arehad been designated, issued or reserved for issuance. All of the issued and all outstanding shares which may be of Company Common Stock have been duly authorized and validly issued upon the exercise of stock options and warrants will beare fully paid, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to free of any kind of preemptive (or similar) rights. There Except as provided in this Agreement and except for the Company Rights, there are no bondsoutstanding subscriptions, debenturesoptions, notes warrants, calls, commitments, rights, arrangements, undertakings or other indebtedness agreements of any character calling for the purchase, issuance, redemption or repurchase of any securities of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on to which stockholders of the Company may voteor any Company Subsidiary is a party, including any securities representing the right to purchase or otherwise receive any shares of Company Common Stock. (b) Section 2.3(b4.2(b) of the Company Disclosure Schedule sets forth forth, as of the number date of authorized this Agreement, each Company Material Subsidiary. The Company directly or indirectly owns, beneficially and of record, all of the issued and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect SubsidiariesMaterial Subsidiary, free and clear of all any Liens, except for (i) Liens whatsoever. Except as set forth imposed under federal or state securities Laws, (ii) Liens specifically disclosed in Section 2.3(b) of the Company Disclosure ScheduleSEC Financial Statements and (iii) Liens that would not be reasonably expected to have, there individually or in the aggregate, a Company Material Adverse Effect. All such shares of capital stock are no restrictions duly authorized and validly issued and are fully paid, nonassessable and free of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither preemptive rights. Neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no Material Subsidiaries has any outstanding securitiessubscriptions, options, warrants, calls, rights, convertible commitments or exchangeable securities, commitments, agreements, arrangements or undertakings agreements of any kind (contingent character calling for the purchase or otherwise) to which the Company or issuance of any security of its Subsidiaries is a party or by which any of them 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 or other voting securities of the Company or of Material Subsidiaries, including any of its Subsidiaries or obligating securities representing the Company or any of its Subsidiaries right to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem purchase or otherwise acquire receive any shares of capital stock (or options or warrants to acquire of any such shares) of the Company or its Material Subsidiaries. Except as described in Section 2.3(c) of There are no restrictions on the Company Disclosure Schedule, as of with respect to voting the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character Company Material Subsidiary. (contingent or otherwisec) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c4.2(c) of the Company Disclosure Schedule or sets forth, as of the Company Stockholders' date of this Agreement, there are no voting trustseach corporation, proxies limited liability company, partnership or other agreements, commitments or understandings of any character to entity in which the Company has a direct or any of its Subsidiaries indirect ownership interest and which is not a party or by which any of them is bound orCompany Material Subsidiary, to and the Knowledge (as defined hereinCompany’s percentage ownership thereof. The Company owns all interests set forth in Section 4.2(c) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition Company Disclosure Schedule free and clear of any shares of capital stock of Liens, except for (i) Liens imposed under the applicable partnership or similar governing agreement or under federal or state securities Laws, (ii) Liens specifically disclosed in the Company SEC Financial Statements, and (iii) Liens that would not be reasonably expected to have, individually or any of its Subsidiariesin the aggregate, a Company Material Adverse Effect.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into of: (i) 100,000,000 shares of Company Common Stock Stock, and 5,000,000 (ii) 1,000,000 shares of undesignated preferred stock, par value $.001 0.0001 per share (the "“Company Preferred Stock"”). As of May 16the close of business on August 15, 20002022, (i) 25,937,281 57,086,992 shares of Company Common Stock were issued and outstanding; outstanding (ii) including 0 shares of Company Restricted Stock), 6,806,598 shares of Company Common Stock were held by the Company as treasury shares, and no shares of Company Preferred Stock were issued and outstanding. Except for the foregoing, there are no other classes of capital stock of the Company. 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 Compensatory Awards, the Company Benefit Plans or outstanding; (iii) no 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 and nonassessable and free of preemptive rights. As of the close of business on August 15, 2022, Company Options relating to 1,122,561 shares of Company Common Stock, Company DSUs relating to 2,457,569 shares of Company Common Stock and Company RSUs relating to 1,220,376 shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future subject to issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of outstanding Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); Compensatory Awards, other than Company Restricted Stock, and (vii) 36,764 956,480 shares of Company Common Stock were reserved for issuance upon exercise under the Company ESPP. From the close of business on August 15, 2022, through the date of this Agreement, there have been (i) no issuances of any Company Common Stock, Company Preferred Stock or any other Securities of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares other than issuances of Company Common Stock are subject to(A) pursuant to the exercise, nor were they issued vesting or settlement, as applicable, of any Company Compensatory Awards outstanding as of the close of business on August 15, 2022, in violation accordance with the terms of any, purchase option, call option, right of first refusal, preemptive right, subscription right such Company Compensatory Awards or any similar right created by (B) under the Company or to which the Company is or was a party, nor does the Company have knowledge ESPP in accordance with its terms and (ii) no grants of any such right. Company Compensatory Awards or other equity or equity-based awards. (b) Except as set forth above and in on Section 2.3(a3.5(b) of the Company Disclosure Schedule, as (i) none of the date hereofoutstanding Company Common Stock or other Securities of any Acquired Company is entitled or subject to any preemptive right, right of repurchase, right of participation or any similar right, and there are no shares outstanding Securities representing the right to purchase or otherwise receive any other Securities of any Acquired Company; (ii) none of the outstanding Company Common Stock or other Securities of any Acquired Company is subject to any right of first refusal in favor of any of the Acquired Companies or other Person; and (iii) there is no Contract to which any of the Acquired Companies is a party relating to the voting or non-voting capital stock, other equity interestsregistration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Company Common Stock or other voting securities Securities of any Acquired Company. None of the Acquired Companies is under any obligation, nor is any of the Acquired Companies bound by any Contract pursuant to which it will become obligated, to repurchase, redeem or otherwise acquire any outstanding Company were issued, reserved for issuance Common Stock or outstanding. other Securities of any Acquired Company. (c) Except as described set forth in Section 2.3(a3.5(c) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There there are no bonds, debentures, notes or other indebtedness Indebtedness of the Company with voting rights Acquired Companies authorized, issued or outstanding having the right to vote (or convertible into, or exercisable or exchangeable for, securities with voting rightsfor Securities having the right to vote) on any matters on which stockholders of the Company may vote. (bd) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b3.5(a), as of the date of this Agreement, there was no: (i) outstanding subscription, option, call, warrant, preemptive right, convertible Securities or rights or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other Securities of any Acquired Company, or any restricted stock unit, stock-based performance unit, phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is based on or derived from, the value of any shares of capital stock or other Securities of any Acquired Company, or agreements, arrangements, commitments or Contracts of any kind (contingent or otherwise) obligating any Acquired Company to grant, extend, issue, transfer, register, deliver or sell, or cause to be granted, extended, issued, transferred, registered, delivered or sold, any shares of capital stock of, or other Securities of, or any Security convertible into or exchangeable for any shares or other Securities of, any Acquired Company; (ii) outstanding security, instrument, bond, debenture or note that is or may become convertible into or exchangeable for any shares of the capital stock or other Securities of any of the Acquired Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other Securities. (e) All the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar Securities or interests in each Subsidiary of the Company have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and, except as set forth in Section 3.5(e) of the Company Disclosure Schedule, there are no restrictions owned by the Company, by another Subsidiary of any kind which prevent the payment of dividends Company or by any the Company and another Subsidiary of the Company's Subsidiaries, free and neither clear of all Encumbrances, other than Permitted Encumbrances. (f) Except for investments in cash equivalents and ownership by the Company or its Subsidiaries of Securities of the Subsidiaries of the Company and those Securities set forth on Section 3.1(b)(ii) of the Company Disclosure Schedule, none of the Company nor any of its Subsidiaries is subject to (i) owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest or Securities or (ii) has any obligation or requirement has made any commitment to acquire any Securities of any Person or to provide funds for to or to make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) to or in any Person. (cg) Except as described in Section 2.3(c) The Company has made available to Parent or its counsel accurate and complete copies of each of the Company Disclosure ScheduleESPP, as the Company Equity Plans and the forms of option, restricted stock, restricted stock unit, deferred stock unit and any other agreements evidencing the Company Compensatory 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 hereofapplicable thereto, there are no outstanding securitiessuch option, optionsrestricted stock, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sellrestricted stock unit, or cause to be issued, delivered or sold, additional shares of capital deferred stock unit agreement or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There similar agreement contains material terms that are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Actnot consistent with, or which otherwise relate to the registration of any securities of the Companyin addition to, such forms. Except as set forth in Section 2.3(c3.5(g) of the Company Disclosure Schedule sets forth, as of the close of business on August 10, 2022, each outstanding Company Compensatory 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 of Company Common Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price relating thereto, (v) the grant date, (vi) the amount vested and outstanding and the amount unvested and outstanding, and (vii) the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character Equity Plan 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 its Subsidiaries is votes or written consents. The Company does not have any liability in respect of any Company Option that was granted with a party or by which per share exercise price that was less than the fair market value of a share of Company Common Stock on the applicable Company Option Grant Date, and the Company has not granted any of them is bound or, Company Options that are subject to the Knowledge (as defined herein) provisions of Section 409A of the Company, any Code. Each grant of a Company Compensatory Award was made in all material respects in accordance with (i) the terms of the Company's stockholders is a party applicable Company Equity Plan, (ii) all applicable securities Laws, including the listing rules of the NYSE, (iii) the Code and (iv) all other applicable Laws. The Company has the requisite authority under the terms of the applicable Company Equity Plan, the applicable award agreements and any other applicable Contract to take the actions contemplated by Section 2.7 and the treatment of Company Compensatory Awards described in Section 2.7, shall, as of the Effective Time, be binding on the holders of Company Compensatory Awards purported to be covered thereby. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or by which an appropriate exemption therefrom. (h) All dividends or distributions on any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition Securities of any shares of capital stock of the Acquired Company that have been declared or any of its Subsidiariesauthorized, if any, have been paid in full.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 123,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock, par value $.001 0.001 per share share, (the "“Company Preferred Stock"”). As of May 16the close of business on October 19, 2000, 2015 (ithe “Capitalization Date”): (a) 25,937,281 71,747,336 shares of Company Common Stock were issued and outstanding; (iib) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (ivc) no shares of Company Common Stock were held by any Subsidiary of the CompanyCompany in its treasury; (vd) 4,177,869 there were outstanding Company Options to purchase 3,085,692 shares of Company Common Stock; (e) 2,702,801 shares of Company Common Stock were duly reserved for future subject to issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of outstanding Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan")RSUs; and (viif) 36,764 5,611,719 shares of Company Common Stock were reserved for the future grant of Company Equity Awards under the Stock Plans (excluding shares reserved for issuance upon exercise of the warrant to purchase Company Options or settlement of the Company Common Stock dated October 28, 1998 held by Intel CorporationRSUs). None of the Such issued and outstanding shares of Company Common Stock are subject tohave been, nor were they and all shares that may be issued pursuant to any Stock Plan or as contemplated or permitted by this Agreement will be, when issued in violation accordance with the respective terms thereof, duly authorized and validly issued, or in the case of anyshares that have not yet been issued, purchase optionwill be, call option, right fully paid and nonassessable and free of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a) There are no outstanding contractual obligations of the Company Disclosure Scheduleof any kind to redeem, as of the date hereof, no shares of voting purchase or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company areCommon Stock, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness or securities of the Company with voting rights having the right to vote (or or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. Except for the Voting Agreements, neither the Company nor any Company Subsidiary is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive right or rights of first refusal or similar rights with respect to any Company securities or securities of any wholly-owned Company Subsidiary. Section 3.2(a) of the Company Disclosure Schedules sets forth a list of the holders of Company Options and Company RSUs as of the Capitalization Date, including (to the extent applicable) the date on which each such Company Option or Company RSU was granted, the number of shares of Company Common Stock subject to such Company Option or Company RSU, the expiration date of such Company Option and the price at which such Company Option may be exercised (if any) under an applicable Stock Plan and the vesting schedule and vested or unvested status of each of such Company Option or Company RSU. All shares of Company Common Stock issuable upon exercise of Company Options and Company RSUs have been duly reserved for issuance by the Company. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b3.2(a), as of Capitalization Date, (i) no shares of capital stock or other voting securities of the Company Disclosure Scheduleare issued, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiariesreserved for issuance or outstanding, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contributionii) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of its the Company Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its the Company Subsidiaries or obligating the Company or any of its the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 90,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock, par value $.001 0.01 per share share, of the Company (the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 which 1,000,000 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company have been designated as Series A Junior Participating Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationRights). None As of the outstanding shares close of business on November 1, 2006, (i) 29,999,426 Company Common Stock are subject toShares were issued and outstanding, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a(ii) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities preferred stock of the Company were issuedissued and outstanding, (iii) Company Stock Options to purchase an aggregate of 6,008,648 Company Shares were issued and outstanding (of which Company Stock Options to purchase an aggregate of 3,407,135 Company Shares were exercisable), and (iv) an aggregate of 71,913 Company Shares were reserved for issuance or outstanding. Except as described in Section 2.3(a) settlement of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereofRestricted Share Awards. All outstanding shares of capital stock of the Company arehave been, and all shares which that may be issued upon the exercise of stock options and warrants pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, duly authorizedwill be) fully paid, validly issued, fully paid and nonassessable and not subject to any kind free of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b5.05(b) of the Company Disclosure Schedule sets forth forth, as of the close of business on November 1, 2006, a complete and correct list of (i) all outstanding Company Stock Options, including with respect to each such option, the number of authorized shares subject to such option, the name of the holder, the grant date, the exercise price per share, the vesting schedule (including any portion that would become vested as a result of the transactions contemplated hereby) and outstanding shares expiration date of capital stockeach such option, whether the option is an “incentive stock option” under Section 422 of the Code or a non-qualified stock option, and ownership thereofthe form of Company Stock Option award agreement pursuant to which such option was granted, of and (ii) all outstanding Company Restricted Share Awards, including with respect to each such award, the name of the Company's Subsidiaries. All holder, the grant date and vesting schedule (including any portion that would become vested as a result of the outstanding shares transactions contemplated hereby), whether a Section 83(b) election was taken under the Code (if available) with respect to such Company Restricted Share Award, and the form of capital stock of each Company Restricted Share Award grant agreement pursuant to which such award was granted. The Company Stock Plans set forth on Section 5.05(b) of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, Company Disclosure Schedule are not subject to, and were not issued in violation of, any preemptive (the only plans or similar) rights, and are owned, of record and beneficially, by programs the Company or one any of its direct Subsidiaries maintains under which stock options, restricted shares, restricted share units, stock appreciation rights, performance shares or indirect Subsidiariesother compensatory equity-based awards have been granted and remain outstanding or may be granted. All Company Stock Options and Company Restricted Share Awards may, free and clear by their terms, be treated in accordance with Section 3.06. (c) Except, in the case of all Liens whatsoever. Except clauses (i)-(iv) below, (x) as set forth in this Section 2.3(b5.05, (y) for changes since November 1, 2006 resulting from the exercise of Company Stock Options outstanding on such date and disclosed on Section 5.05(b) of the Company Disclosure Schedule, there are no restrictions or (z) for issuances of any kind which prevent the payment shares of dividends by any Company Common Stock and grants of the Company's Subsidiaries, Company Stock Options expressly permitted under clauses (A) and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(cB) of the Company Disclosure Schedule, as of the date hereofSection 7.01(c)(i), there are no outstanding securities(i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options, warrantswarrants or other rights or arrangements to acquire from the Company, callsor other obligations or commitments of the Company to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or ownership interests in, the Company, (iv) restricted shares, restricted share units, stock appreciation rights, convertible performance shares, contingent value rights, “phantom” stock or exchangeable securitiessimilar securities or rights that are derivative of, commitmentsor provide economic benefits based, agreementsdirectly or indirectly, arrangements on the value or undertakings of price of, any kind capital stock of, or other voting securities or ownership interests in, the Company (contingent the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or otherwise) other similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries is bound with respect to issue, deliver or sell, or cause to be issued, delivered or sold, additional the voting of any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issueSubsidiaries, grant(vi) obligations or commitments of any character restricting the transfer of, extend or enter into requiring the registration for sale of, any such securityshares of capital stock of Company or any of its Subsidiaries, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual (vii) obligations or commitments of any character of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital the Company Securities. No Company Securities are owned by any Subsidiary of the Company. (d) With respect to the Company Stock Options, (i) each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or options a duly constituted and authorized committee thereof), or warrants to acquire a duly authorized delegate thereof, and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such sharesgrant (if any) was duly executed and delivered by each party thereto no later than the Grant Date, (iii) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the 1934 Act and all other Applicable Law, including the rules of Nasdaq, (iv) the per share exercise price of each Company Stock Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, and (v) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company or its Subsidiaries. Except as described and disclosed in Section 2.3(c) of the Company Disclosure ScheduleSEC Documents in accordance with the 1934 Act and all other Applicable Laws. The Company has not granted, as and there is no and has been no Company policy or practice to grant, Company Stock Options prior to, or otherwise coordinate the grant of Company Stock Options with, the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights release or other agreements, arrangements or commitments public announcement of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of material information regarding the Company or any of its Subsidiaries or assets their financial results or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariesprospects.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 15,000,000 shares of Company Common Stock and 5,000,000 Stock, 1,000,000 shares of preferred stockClass A Common Stock, par value $.001 .01 per share (the "Company COMPANY CLASS A COMMON STOCK"), and 750,000 shares of Preferred Stock, par value $.01 per share, of which 80,000 shares have been designated as Series A Junior Participating Preferred Stock ("COMPANY PREFERRED STOCK"). As of May 16the close of business on September 30, 20001999, (i) 25,937,281 5,779,720 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Class A Common Stock or Company Preferred Stock were issued or and outstanding; , (iii) no 735,000 shares of Company Common Stock were held in the treasury of the Company; , (iv) no shares of Company Class A Common Stock and no shares of Company Preferred Stock were held by any Subsidiary in the treasury of the Company; , (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 929,904 shares of Company Common Stock were reserved for issuance upon pursuant to the exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock; and (vi) 80,000 shares of Company Preferred Stock were granted under Company's Option Plans. In reserved for issuance in connection with the execution rights (the "RIGHTS") to purchase shares of Company Preferred Stock issued pursuant to the Rights Agreement, dated as of January 16, 1997, as amended (the "RIGHTS AGREEMENT"), between the Company and LaSalle National Bank, as Rights Agent. Between September 30, 1999 and the date of this Agreement, the Company has provided to Parent a complete list issued no shares of all outstanding options and warrants to purchase its capital stock except for 1,117 shares of Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options granted pursuant to the Company Option Plans (as defined below). As of the date of this Agreement all outstanding shares of Company Common Stock are, and warrants immediately prior to the Effective Time all outstanding shares of Company Common Stock will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind free of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoeverright. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance unitsAs used herein, "phantomCOMPANY OPTION PLANS" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on means the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is boundfollowing, in each casecase as amended: the TI Investors Inc. Stock Option Plan, with respect to the issuanceTeltrend Inc. 1995 Stock Option Plan, holdingTeltrend Inc. 1996 Stock Option Plan, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariesand Teltrend Inc. 1997 Non-Employee Director Stock Option Plan.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 of: (i) 150,000,000 shares of Company Common Stock, of which 13,637,085 were issued and outstanding as of February 25, 2022; and (ii) 12,500,000 shares of Company Preferred Stock, of which (x) 6,050,000 shares were designated as 7.25% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) and 1,450,000 were issued and outstanding as of February 25, 2022 and (y) 6,450,000 were designated as 6.50% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) and 5,000,000 shares were issued and outstanding as of preferred stockFebruary 25, par value $.001 per share (2022. All of the "outstanding Company Common Stock and Company Preferred Stock")Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of May 16February 25, 20002022, (i) 25,937,281 113,636 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future subject to issuance pursuant to employee stock options granted pursuant to outstanding Company Performance RSU Awards. (b) The Company is the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise sole general partner of the warrant to purchase the Company Common Stock dated October 28Operating Partnership. As of February 25, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement2022, the Company has provided to Parent a complete list of all outstanding options held, directly or indirectly, 13,637,085 OP Units, 1,450,000 Series B Preferred OP Units and warrants to purchase Company Common Stock as of 5,000,000 Series C OP Units in, and was the date hereofsole general partner of, the record holder thereof and Operating Partnership. As of February 25, 2022, the exercise prices thereofOperating Partnership had outstanding 80,791 OP Units, held by Persons other than the Company. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, OP Units are duly authorized, validly issued, fully paid and nonassessable nonassessable, and are not subject to and were not issued in violation of any kind preemptive or similar right, purchase option, call or right of first refusal or similar right. (c) (i) None of the outstanding Company Common Stock is entitled or subject to any preemptive right, right of repurchase, right of participation or any similar right; (ii) none of the outstanding Company Common Stock is subject to any right of first refusal in favor of the Company or any of the Acquired Companies; (iii) there is no contract to which the Company or any of the Acquired Companies is a party relating to the voting or registration of any Company Common Stock, and (iv) there is no contract to which the Company or any of the Acquired Companies is a party restricting any Person from purchasing, selling, pledging or otherwise disposing of (or similarfrom granting any option or similar right with respect to), any Company Common Stock, except as set forth in the Company’s Articles of Incorporation. None of the Company or any of the Acquired Companies is under any obligation, nor is bound by any contract pursuant to which it will become obligated, to repurchase, redeem or otherwise acquire any outstanding Company Common Stock or other securities. (d) rights. There Except as set forth on Section 4.4(d) of the Company Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness Indebtedness of the Company with voting rights or the Acquired Companies issued and outstanding having the right to vote (or convertible into, or exercisable or exchangeable for, for securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. (be) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in this Section 2.3(b) 4.3 and for changes since February 25, 2022 resulting from the exercise or settlement of the Company Disclosure ScheduleCompensatory Awards outstanding on such date or granted thereafter as permitted under Section 6.1(d), there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment was no: (in the form of a loan or capital contributioni) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such securitysubscription, option, warrant, call, right, commitment, agreement, arrangement warrant or undertaking. There are no outstanding contractual obligations of the Company other right (whether or any of its Subsidiaries not currently exercisable) to repurchase, redeem or otherwise acquire any shares of the capital stock, restricted stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rightsunit, stock-based performance unitsunit, "phantom" shares of phantom stock, stock rights appreciation right, profit participation right or any other agreementsright that is linked to, arrangements or commitments the value of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on or derived from, the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition value of any shares of capital stock of the Company; (ii) outstanding security, instrument, bond, debenture or note that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company or the Acquired Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company or an Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) The Company owns, directly or indirectly, all of the issued and outstanding shares of share capital or other equity securities of each of the Acquired Companies, free and clear of any Encumbrances other than transfer and other restrictions under applicable federal and state securities Laws and restrictions in the organizational documents of the Company or their Subsidiaries, and all of such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as applicable) and free of preemptive rights. Neither the Company nor any Acquired Company has any obligation to acquire any equity interest in another Person, or to make any investment (in each case, in the form of a loan, capital contribution or similar transaction) in, any other Person (including any Subsidiary of the Company). (g) All dividends or other distributions on the shares of Company Common Stock, the OP Units and the shares of Company Preferred Stock and any dividends or other distributions on any securities of any of the Company’s Subsidiaries that have been authorized or declared prior to the date of this Agreement have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock Stock, $0.001 par value per share, and 5,000,000 10,000,000 shares of preferred stock, par value $.001 per share Preferred Stock (the "Company Preferred Stock"). As of May 16June 30, 2000, : (i) 25,937,281 26,665,217 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (ii) no shares of Company Common Stock were held by subsidiaries of Company; (iii) 300,000 shares of Company Common Stock were available for future issuance pursuant to the ESPP; (iv) 5,374,669 shares of Company Common Stock were reserved for future issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1999 Equity Incentive Plan; (v) 1,990,364 shares of Company Common Stock were available for future grant under Company's 1999 Equity Incentive Plan; (vi) no shares of Company Common Stock were reserved for future issuance upon the exercise of outstanding options to purchase Company Common Stock under Company's 1999 Non-Employee Directors' Stock Option Plan; (vii) 356,589 shares of Company Common Stock were available for future grant under Company's 1999 Non-Employee Directors' Stock Option Plan; and (viii) 97,750 shares of Company Common Stock were reserved for future issuance upon exercise of outstanding warrants of Company. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to outstanding Company Stock Options (as defined in Section 5.8) as of July 10, 2000: (i) the total number of authorized shares of Company Common Stock subject to such Company Stock Options (which number is not exceeded by the number of shares of Company Common Stock subject to Company Stock Options outstanding on the date of this Agreement); (ii) the average per share exercise price of such Company Stock Options; and (iii) whether the exercisability of any Company Stock Option will be accelerated in any way by the transactions contemplated by this Agreement, and the extent of acceleration. (c) Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Company has granted such Company Stock Options that are outstanding as of July 10, 2000 and the form of all stock option agreements evidencing such Company Stock Options. Section 2.3(c) of the Company Schedule also has attached to it Company's option schedule, which schedule sets forth, as of July 10, 2000, with respect to each Company Stock Option, the name of the holder thereof, the number of shares subject thereto, and the grant date, exercise price, expiration date and vesting schedule thereof. (d) Except as set forth in Section 2.3(d) of the Company Schedule, there are no commitments or agreements of any character to which Company is bound obligating Company to accelerate the vesting of any Company Stock Option as a result of the Merger. All outstanding shares of capital stockCompany Common Stock, all outstanding Company Stock Options, and ownership thereof, of each of the Company's Subsidiaries. All of the all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) in effect as of the Company's Subsidiaries have been duly authorized, validly issued, fully paid time of grant and nonassessable, are not subject to, issuance and were not issued in violation of, any preemptive (or similarii) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as requirements set forth in Section 2.3(b) of the applicable Contracts by which Company Disclosure Schedule, there are no restrictions of any kind is bound and which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (were in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, effect as of the date hereoftime of grant and issuance. "Legal Requirements" means any federal, there are no outstanding securitiesstate, optionslocal, warrantsmunicipal, callsforeign or other law, rightsstatute, convertible constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or exchangeable securitiesrequirement issued, commitmentsenacted, agreementsadopted, arrangements promulgated, implemented or undertakings otherwise put into effect by or under the authority of any kind court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, Governmental Entity"Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries).

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 150,000,000 shares of Company Common Stock and 5,000,000 50,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Company Preferred Stock"”). As of May 16June 30, 2000, 2006 (i) 25,937,281 11,003,050 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no 421,950 shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly have been authorized and reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"’s Equity Award Plans as listed in Sections 3.3(a); , 3.3(c) and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a3.3(d) of the Company Disclosure Schedule, as subject to adjustment on the terms set forth in the Company Equity Award Plans, and (iii) 276,000 Company Stock Options were outstanding. As of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list had no shares of all outstanding options and warrants to purchase Company Common Stock reserved for issuance other than as of the date hereof, the record holder thereof and the exercise prices thereofdescribed above. All such issued and outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) The Company has no outstanding bonds, debentures or notes the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (c) Section 2.3(b3.3(c) of the Company Disclosure Schedule sets forth a true, complete and correct list of Company Stock Options, all of which are fully vested, including the name of the Person to whom such Company Stock Options have been granted, the number of authorized shares subject to each Company Option and outstanding shares the per share exercise price for each Company Option. True and complete copies of capital stock, and ownership thereof, all instruments (or the forms of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries such instruments) referred to in this Section 3.3(c) have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (furnished or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoevermade available to Parent. Except as set forth in Section 2.3(b3.3(c) of the Company Disclosure Schedule and except for the Company Stock Options (all of which have been issued under the Company Equity Award Plans), as of the date of this Agreement, there are not any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock of the Company. (d) Section 3.3(d) of the Company Disclosure Schedule sets forth a true, complete and correct list of the restricted stock awards granted under the Company Equity Award Plans. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 3.3(d) have been furnished or made available to Parent. As of June 30, 2006, there were 8,500 deferred shares of the Company outstanding. The Company has not issued any other “phantom” stock or stock appreciation rights. (e) Except as set forth in Section 3.3(e) of the Company Disclosure Schedule, there are no restrictions agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any kind which prevent the payment shares of dividends by any capital stock of the Company's SubsidiariesCompany or which restrict the transfer of any such shares, and neither nor does the Company nor have knowledge of any third party agreements or understandings with respect to the voting of its Subsidiaries is subject to any obligation such shares or requirement to provide funds for or to make which restrict the transfer of any investment (in the form of a loan or capital contribution) to or in any Personsuch shares. (cf) Except as described set forth in Section 2.3(c3.3(f) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (stock, partnership interests or options or warrants to acquire any such shares) other securities of the Company or its Subsidiaries. any Company Subsidiary. (g) Except as described set forth in Section 2.3(c3.3(g) of the Company Disclosure Schedule, as of neither the date hereofCompany nor any Company Subsidiary is under any obligation, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant , by reason of any agreement to which any Person is register the offer and sale or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute resale of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement their securities under the Securities Act. (h) The Company is the sole general partner of CPT Operating Partnership L.P., a Delaware limited partnership (the “Partnership”), and the Company owns, directly and indirectly, 100% of the limited partnership interests in the Partnership. There are not any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Partnership to issue, transfer or sell any partnership interests of the Partnership. There are no outstanding contractual obligations of the Partnership to repurchase, redeem or otherwise relate acquire any partnership interests of the Partnership. The partnership interests in the Partnership are subject only to the registration of any securities of the Company. Except as restrictions on transfer set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreementrelevant partnership agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or and those imposed by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiariesapplicable securities laws.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 350,000,000 shares of Company Common Stock Stock, and 5,000,000 10,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Company Preferred Stock",” and together with Company Common Stock, the “Company Capital Stock”). . (b) As of May 16the close of business on June 30, 20002015, there were (i) 25,937,281 77,286,242 shares of Company Common Stock were issued and outstandingoutstanding (each, together with a preferred share purchase right (the “Company Rights”) issued pursuant to the Company Rights Agreement); (ii) no shares of Company Preferred Stock were issued or outstandingand outstanding and 350,000 designated as Series A Junior Preferred Stock and reserved for issuance under the Company Rights Agreement; (iii) no 76,442,515 shares of Company Common Stock were held in owned by the Company as treasury of the Companystock; (iv) no 2,978,847 shares of Company Common Stock were held by any Subsidiary reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans, of the Company; (v) 4,177,869 which 1,443,930 shares of Company Common Stock were duly reserved for future issuance pursuant related to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee outstanding Company Stock Options"); (vi) 641,515 , all of which are vested and exercisable, 857,832 shares of Company Common Stock were duly reserved for future issuance pursuant related to outstanding Company RSUs and 677,085 shares of Company Common Stock related to outstanding Company PSUs (assuming achievement of the Company's 1999 Employee Stock Purchase Plan (applicable performance metrics at the "Purchase Plan"target level); and (viiv) 36,764 6,066,705 shares of Company Common Stock were reserved for issuance upon exercise in respect of the warrant future awards to purchase be granted under the Company Common Stock dated October 28Plans. Since the close of business on June 30, 1998 held by Intel Corporation. None 2015 through the date of the outstanding this Agreement, no Company Stock Options, Company RSUs or Company PSUs, have been issued or granted and no shares of Company Common Stock are subject tohave been issued other than in satisfaction of the vesting or exercise of (in each case, nor in accordance with their respective terms) any Company Stock Options, Company RSUs or Company PSUs, in each case, that were they issued in violation outstanding as of anythe close of business on June 30, purchase option, call option, right 2015. Section 3.2(b) of first refusal, preemptive right, subscription right or any similar right created by the Company or to Disclosure Letter sets forth a correct and complete listing of all outstanding Company Stock Options, Company RSUs and Company PSUs as of the close of business on June 30, 2015 setting forth, as applicable, (i) the name of the holder, (ii) the type of award and number of shares of Company Common Stock subject thereto (at target level for performance awards), (iii) the name of the Company Stock Plan under which the Company is or award was a partygranted and (iv) the date of grant and vesting terms. No later than five (5) Business Days prior to the anticipated Closing Date, nor does the Company have knowledge will provide Parent with an updated version of Section 3.2(b) of the Company Disclosure Letter reflecting any changes thereto occurring after June 30, 2015 and will thereafter promptly (and in no event later than the Closing Date) provide to Parent a list of any applicable changes that occur after the date on which such rightupdated list is provided. Except as set forth above and in Section 2.3(a) above, no other Securities of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were are issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) All of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stockCompany Common Stock have been, and ownership thereofany shares of Company Common Stock issued in respect thereof will be, duly authorized and validly issued and are or will be fully paid, nonassessable and free of each preemptive rights. (c) Each grant of Company Stock Options was granted in material compliance with all applicable Laws. Each Company Stock Option had, on the date of grant, an exercise price of no less than the fair market value of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not Company Common Stock subject to, and were not issued in violation of, any preemptive to such Company Stock Option. (or similard) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof3.2(b), there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements arrangements, derivative contracts, forward sale contracts or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries Company Subsidiary is a party party, or by which the Company or any of them Company Subsidiary is bound bound, obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities Securities of the Company or of any of its Subsidiaries Company Subsidiary or obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement arrangement, derivative contract, forward sale contract or undertaking, or obligating the Company to make any payment based on or resulting from the value or price of the Company Common Stock or of any such security, option, warrant, call, right, commitment, agreement, arrangement, derivative contract, forward sale contract or undertaking. There Except for acquisitions, or deemed acquisitions, of Company Common Stock or other Securities of the Company in connection with (i) the payment of the exercise price of Company Stock Options (including in connection with “net” exercises), (ii) required Tax withholding in connection with the exercise of Company Stock Options and vesting of Company RSUs and Company PSUs and (iii) forfeitures of Company Stock Options, Company RSUs and Company PSUs, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock Company Capital Stock or any Securities of any Company Subsidiary. (or options or warrants to acquire any such sharese) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there There are no stock-appreciation rightsbonds, stock-based performance unitsdebentures, "phantom" stock rights notes or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute Indebtedness of the Company or any of its the Company Subsidiaries having the right to vote (or assets convertible into, or calculated in accordance therewith (other than ordinary course payments or commissions exchangeable for, Securities having the right to sales representatives vote) on any matters on which stockholders of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause may vote. Other than the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Voting Agreement, there are no stockholder agreements, voting trusts, proxies trusts or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisitionvoting, voting registration, redemption, repurchase or disposition of, or that restricts the transfer of any shares of capital stock Securities of the Company or any Company Subsidiary. (f) The Company is, directly or indirectly, the record and Beneficial Owner of its Subsidiariesall of the outstanding Securities of each Company Subsidiary, free and clear of any Liens and free of any other limitation or restriction (other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens). All of such Securities so owned by the Company have been duly authorized, validly issued, and are fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the Securities of the Company Subsidiaries and investments in marketable securities and cash equivalents maintained in the ordinary course of business, the Company does not own, directly or indirectly, any material amount of Securities or other ownership interests in any Person.

Capitalization. (a) The authorized share capital of the Company consists of 105,000,000 shares, divided into 100,000,000 3,000,000,000 shares of Company Common Stock and 5,000,000 Stock, par value $0.01 per share, 1,000,000 shares of preferred stock, par value $.001 0.01 per share, and 1 share (of special voting stock, par value $1 per share, of the "Company Preferred Stock")Company. As of May 16January 1, 20002016, there were (i) 25,937,281 657,223,815 shares of Company Common Stock were issued and outstanding; , 21,387.6147 shares of preferred stock of the Company issued and outstanding and no shares of special voting stock of the Company issued and outstanding, (ii) no shares options to purchase an aggregate of Company Preferred Stock were issued or outstanding; (iii) no 593,544 shares of Company Common Stock were held in the treasury of the Company; issued and outstanding, (iviii) no 31,578,911 shares of Company Common Stock were held by any Subsidiary of underlying the Company; ’s restricted stock unit awards, and (viv) 4,177,869 12,526,653 shares of Company Common Stock were duly reserved for future issuance pursuant under the Company’s employee or director employment, compensation and/or benefit plans, programs, policies, agreements or other arrangements. Since January 1, 2016, (i) the Company has only issued options, restricted stock units, deferred stock unit awards or other rights to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 acquire shares of Company Common Stock in the ordinary course of business consistent with past practice and (ii) the only shares of capital stock issued by the Company were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); outstanding options, restricted stock units, deferred stock unit awards and (vii) 36,764 other rights to purchase shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationStock. None of the All outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, and are not subject to, to and were not issued in violation ofof any preemptive or similar right, purchase option, call or right of first refusal or similar right. Except as set forth above, the Company has not issued any securities, the holders of which have the right to vote with the stockholders of Company on any matter. Except as provided in this Agreement, the Notes and the Indenture and except as set forth in or contemplated by this Section 3.01(b), there are no existing options, warrants, calls, preemptive (or similar) rights, and are owned, of record and beneficially, by the Company subscriptions or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, other rights, convertible agreements or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound commitments obligating the Company or any of its Subsidiaries to issue, deliver transfer or sell, or cause to be issued, delivered transferred or sold, additional shares of any capital stock or other voting securities of the Company or of any of its Subsidiaries securities convertible into or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any exchangeable for such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There capital stock and there are no current outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of its shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect case except for agreements and/or commitments relating to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its SubsidiariesSpecial Dividend.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares50,000,000 shares of capital stock, divided into 100,000,000 of which (i) 40,000,000 shares have been designated as shares of Company Common Stock and 5,000,000 (ii) 151,000 shares have been designated as shares of preferred stockClass A Junior Participating Preferred Stock, par value $.001 1.00 per share share, of the Company (the "“Company Preferred Stock")”) for issuance upon exercise of the Company Rights pursuant to the Rights Agreement. As At the close of May 16business on June 29, 20002007, (i) 25,937,281 15,005,000 shares of Company Common Stock were issued and outstanding; , (ii) no 35,000 shares of Company Preferred Common Stock were issued or outstanding; held in the Company’s treasury, (iii) no shares of Company Common Stock were held in the treasury of the Company; reserved for issuance, (iv) no shares of Company Common Preferred Stock were held by any Subsidiary of the Company; issued and outstanding (v) 4,177,869 but 151,000 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Preferred Stock were reserved for issuance upon exercise of the warrant Company Rights pursuant to purchase the Company Common Stock dated October 28Rights Agreement), 1998 held by Intel Corporation. None and (v) no other class or series of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company arehad been designated, issued or reserved for issuance. All of the issued and all outstanding shares which may be of Company Common Stock have been duly authorized and validly issued upon the exercise of stock options and warrants will beare fully paid, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to free of any kind of preemptive (or similar) rights. There Except as provided in this Agreement and except for the Company Rights, there are no bondsoutstanding subscriptions, debenturesoptions, notes warrants, calls, commitments, rights, arrangements, undertakings or other indebtedness agreements of any character calling for the purchase, issuance, redemption or repurchase of any securities of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on to which stockholders of the Company may voteor any Company Subsidiary is a party, including any securities representing the right to purchase or otherwise receive any shares of Company Common Stock. (b) Section 2.3(b4.2(b) of the Company Disclosure Schedule sets forth forth, as of the number date of authorized this Agreement, each Company Material Subsidiary. The Company directly or indirectly owns, beneficially and of record, all of the issued and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect SubsidiariesMaterial Subsidiary, free and clear of all any Liens, except for (i) Liens whatsoever. Except as set forth imposed under federal or state securities Laws, (ii) Liens specifically disclosed in Section 2.3(b) of the Company Disclosure ScheduleSEC Financial Statements and (iii) Liens that would not be reasonably expected to have, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation individually or requirement to provide funds for or to make any investment (in the form of aggregate, a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional Material Adverse Effect. All such shares of capital stock or other voting securities of the Company or are duly authorized and validly issued and are fully paid, nonassessable and free of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries.preemptive

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 200,000,000 shares of Company common stock, par value $0.001 per share (the "Common Stock Stock"), and 5,000,000 (ii) 15,000,000 shares of preferred stock, par value $.001 0.001 per share (the "Company Preferred Stock"). As of May July 16, 20002007, (iA) 25,937,281 105,811,082 shares of Company Common Stock were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued or and outstanding; , (iiiC) no 121,587 shares of Company Common Stock were issued and held in the treasury of the Company or otherwise owned by the Company; , (ivD) no 35,072,169 shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon pursuant to the Company Stock Plans of which 24,618,041 shares of Common Stock were subject to issuance pursuant to the exercise of the warrant to purchase the outstanding Company Options, and (E) 5,093,963 shares of Common Stock dated October 28, 1998 held by Intel Corporationwere reserved for issuance pursuant to the ESPP. None All of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares Shares which may be issued upon pursuant to the exercise of stock options and warrants outstanding Company Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable. Except for issuances of Shares pursuant to Company Options and the issuance of Shares under the ESPP, since July 16, 2007, the Company has not subject to issued any kind Shares or designated or issued any shares of preemptive (or similar) rightsPreferred Stock. There are no bonds, debentures, notes or other indebtedness of the Company with having general voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b"Voting Debt") of the Company Disclosure Schedule sets forth or any Company Subsidiary issued and outstanding. Except for the number Company Options described in the first sentence of authorized Section 3.2(b) and outstanding shares Shares issuable under the ESPP, there are no (x) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the unissued capital stock, and ownership thereof, of each stock of the Company's Subsidiaries. All of Company or any Company Subsidiary, obligating the outstanding Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation or Voting Debt of, any preemptive (or similar) rightsother equity interest in, and are owned, of record and beneficially, by the Company or one of its direct any Company Subsidiary or indirect Subsidiariessecurities convertible into or exchangeable for such shares or equity interests, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(bor obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, "Equity Interests") or (y) outstanding contractual obligations of the Company Disclosure Scheduleor any Company Subsidiary to repurchase, there are no restrictions of redeem or otherwise acquire any kind which prevent the payment of dividends by Shares or any of the Company's Subsidiariescapital stock of, and neither or other Equity Interests in, the Company nor or any of its Subsidiaries is subject to any obligation Company Subsidiary or requirement to provide funds for or to make any investment (in the form of a loan loan, capital contribution or capital contributionotherwise) in the Company or any Company Subsidiary. No Company Subsidiary owns any Shares. (b) As of July 16, 2007, the Company had outstanding Company Options to purchase 24,618,041 shares of Common Stock and 314,600 shares of Restricted Stock were outstanding and granted under Company Stock Plans. All of such Company Options and Restricted Stock have been granted to service providers of the Company and the Company Subsidiaries in the ordinary course of business pursuant to the Company Stock Plans. Section 3.2(b) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Options and shares of Restricted Stock as of July 16, 2007 and (i) the date of their grant and the portion of which is vested as of July 16, 2007 and if applicable, the exercise price therefor, (ii) the date upon which each Company Option would normally be expected to expire absent termination of employment or in any Personother acceleration, and (iii) whether or not such Company Option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there There are no outstanding securities, options, warrants, calls, rights, convertible voting trusts or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) other agreements to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any with respect to the voting of them is bound obligating the Company Company's Common Stock or any of its Subsidiaries to issue, deliver or sellcapital stock of, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations equity interest of the Company or any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described that are in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiarieseffect.

Capitalization. (ai) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of 500,000,000 Company Common Stock and 5,000,000 shares of preferred stock, par Shares nominal value $.001 0.01 per share (the "and 50,000,000 Company Preferred Stock")Shares nominal value $0.01 per share. As of May 16October 20, 20002025 (the “Company Capitalization Date”), there were outstanding (A) (x) 97,403,364 Company Shares (145,300 of which were subject to outstanding Company Restricted Stock Awards), (iy) 25,937,281 shares of Company Common Stock were issued and outstanding; zero (ii0) no shares of Company Preferred Stock Shares, (B) 816,109 Company Shares available under the Company ESPP, (C) Company Options to purchase an aggregate of 12,369,710 Company Shares, (D) Company Performance Options to purchase an aggregate of 466,000 Company Shares, (E) 218,900 Company Shares were issued or outstanding; subject to outstanding Company RSU Awards and (iiiF) no shares of 17,030,075 additional Company Common Stock Shares were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightShare Plans. Except as set forth above in this Section 6.1(A)(c)(i) and in Section 2.3(a) of for changes since the Company Disclosure Schedule, Capitalization Date resulting from (x) the exercise or vesting and settlement of Company Equity Awards outstanding on such date (in accordance with their existing terms in effect as of the date hereof, no shares ) or issued on or after such date pursuant to the Company ESPP to the extent permitted by Section 5.1 or (y) the issuance of voting or non-voting capital stock, other equity interests, or other voting securities Equity Securities of the Company were on or after the date hereof to the extent permitted by Section 5.1, there are no issued, reserved for issuance or outstanding. Except as described in Section 2.3(aoutstanding Equity Securities of the Company. (ii) All outstanding Equity Securities of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company arehave been, and all shares which Equity Securities that may be issued upon pursuant to the exercise of Company ESPP or any other employee stock options and warrants option or other compensation plan or arrangement will be, when issuedissued in accordance with the respective terms thereof, duly authorized, authorized and validly issued, fully paid and nonassessable and not subject to any kind free of preemptive (or similar) rights. No Subsidiary of the Company owns any Equity Securities of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of the Company with voting rights having the right to vote (or convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders shareholders of the Company may have the right to vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as As of the date hereofof this Agreement, other than obligations arising in the ordinary course under the Company Share Plans or Company Benefit Plans, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) Equity Securities of the Company or its Subsidiaries. Except as described in Section 2.3(c) of Neither the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or nor any of its Subsidiaries is a party or by which to any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, agreement with respect to the issuance, holding, acquisition, voting or disposition of any shares Equity Securities of capital stock the Company. (iii) As of the date hereof, the Company has made available to Parent a true and complete list, as of the Company or Capitalization Date, of all outstanding Company Equity Awards, including, the date of grant, the type of the award, the vesting schedule, whether subject to performance conditions and, for Company Performance Options, a description of such performance conditions, the number of Company Shares subject to such type of award (based on the aggregate number of shares granted on the grant date and vesting on the applicable vesting date), and, for Company Options and Company Performance Options, the applicable exercise price. As of the Company Capitalization Date, the aggregate amount of any of its Subsidiariesaccrued but unpaid dividend equivalent rights relating to outstanding Company Equity Awards was $0.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 70,000,000 shares of Company Common Stock Stock, without par value, and 5,000,000 (ii) 30,000,000 shares of preferred stock, without par value $.001 per share (the "“Company Preferred Stock"”). As At the close of business on May 164, 20002010, (i) 25,937,281 45,630,810 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no including 1,785,230 shares of Company Common Stock that were held in the treasury outstanding as of the Company; relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), (ivii) no 1,988,371 shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); in its treasury, and (viiiii) 36,764 an aggregate 4,573,179 shares of Company Common Stock were reserved for issuance upon exercise pursuant to outstanding awards and rights under the Company’s 2004 Equity Incentive Plan (as amended by the First Amendment, Second Amendment and Third Amendment thereto), the Prime Medical Services, Inc. (“Prime”) 2003 Stock Option Plan, the Prime Amended and Restated 1993 Stock Option Plan, the HealthTronics Surgical Services, Inc. (“HSS”) 2002 Stock Option Plan, the HSS 2001 Stock Option Plan and the HSS 2000 Stock Option Plan (collectively, the “Company Stock Plans”), of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding which (A) 2,787,949 shares of Company Common Stock are were underlying outstanding and unexercised options entitling the holder thereof to purchase a share of Company Common Stock (each, a “Company Option”), and (B) 1,785,230 shares of Company Common Stock were subject toto Company Stock Awards (of which 1,785,230 shares were restricted stock awards). At the close of business on May 4, nor 2010, no shares of Company Preferred Stock were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightand outstanding. Except as set forth above and in Section 2.3(a4.2(a) of the Company Disclosure ScheduleLetter sets forth, as of the date hereofclose of business on May 4, 2010, the authorized and outstanding capital stock (or other equity interests) of each Company Entity held directly or indirectly by the Company and the total of such outstanding capital stock (or other equity interests). (b) Except as set forth in Section 4.2(a) above, at the close of business on May 4, 2010, no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of From May 5, 2010 until the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution date of this Agreement, there have been no issuances by the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of the shares of Company are, and all shares which may be issued upon Common Stock pursuant to the exercise of stock options and warrants will beCompany Options outstanding as of May 4, when issued2010, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company in accordance with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoevertheir terms. Except as set forth in Section 2.3(b4.2(a) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Scheduleabove, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitmentssubscriptions, stock appreciation rights, phantom stock rights or stock equivalents or other rights, agreements, arrangements or undertakings of any kind commitments (contingent or otherwise) to which of any character issued or authorized by the Company or any Company Entity (i) relating to any issued or unissued capital stock or equity interest of its Subsidiaries is a party the Company or by which any of them is bound Company Entity, (ii) obligating the Company or any of its Subsidiaries Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other voting securities equity interests in the Company or any Company Entity or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company or any Company Entity (each of any (i), (ii) and (iii), collectively, the “Company Stock Rights”). All outstanding shares of its Subsidiaries or obligating Company Common Stock are, and all shares of Company Common Stock that may be issued prior to the Company or any of its Subsidiaries to issueEffective Time will be when issued, grantduly authorized, extend or enter into any such securityvalidly issued, option, warrant, call, right, commitment, agreement, arrangement or undertakingfully paid and nonassessable. There are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Entity to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) equity interest of the Company (including any shares of Company Common Stock) or its Subsidiaries. Except as described any Company Entity or any Company Stock Rights or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person, other than pursuant to the Company Stock Plans. (c) Section 2.3(c4.2(c) of the Company Disclosure ScheduleLetter sets forth a true, complete and correct list, as of May 4, 2010, of (i) all Company Options, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, the exercise or base prices and the names of the holders thereof, and (ii) all other outstanding awards under the Company Stock Plans, the number of shares of Company Common Stock subject thereto, the holders thereof and the vesting schedules thereof. Each outstanding Company Option and restricted stock award shall be treated at the Effective Time as set forth in Section 3.1. (d) Section 4.2(d) of the Company Disclosure Letter lists all the Subsidiaries of the Company (each a “Company Subsidiary” and together, the “Company Subsidiaries”) in existence as of the date hereof. All of the outstanding shares of capital stock of, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreementsequity interests in, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenueseach such Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and are, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except except as set forth in Section 2.3(c4.2(d) of the Company Disclosure Schedule Letter, owned directly or indirectly by the Company, and with respect to those shares or other equity interests owned directly or indirectly by the Company, are free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities Laws. (e) Section 4.2(e) of the Company Stockholders' AgreementDisclosure Letter sets forth a complete list of the limited partnerships, there are no voting trusts, proxies or limited liability companies and other agreements, commitments or understandings legal entities of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party Company Subsidiary, any Company Managed Service Provider or by which any of them is boundtheir Affiliates or officers constitutes the general partner, in each casea member, management agent or a manager or with respect to which the issuanceCompany, holding, acquisition, voting any Company Subsidiary or disposition any of their Affiliates or officers otherwise supervises or coordinates the management or administration of day-to-day operations for the provision of any Service (each such partnership, limited liability company or other entity, a “Company Managed Service Provider” and all of the Company Managed Service Providers together with the Company Subsidiaries, the “Company Entities”). All of the outstanding shares of capital stock of, or other equity interests in, each such Company Managed Service Provider have been duly authorized and validly issued and are fully paid and nonassessable. All such shares of capital stock or other equity interests directly or indirectly owned by the Company are free and clear of all Liens. (f) Neither the Company nor any of the Company Subsidiaries directly or indirectly owns, or has any right or obligation to subscribe for or otherwise acquire, any equity or similar interest in, or any of its Subsidiariesinterest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than the Company Entities).

Capitalization. (a) The authorized share capital of the Company consists of 105,000,000 shares400,000,000 shares of Company Common Stock, divided into 100,000,000 840,000 shares of Preferred Stock, par value $25 per share (the “Company Preferred Stock”) and 2,000,000 shares of New Series Preferred Stock, par value $1 per share (the “Company New Series Preferred Stock”). As of September 9, 2021, there were (i) 90,976,580 shares of Company Common Stock issued and 5,000,000 shares of preferred stock, par value $.001 per share outstanding (the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 including 187,529 shares of Company Common Stock were issued and outstanding; (ii) no shares of subject to Company Preferred Stock were issued or outstanding; (iii) Restricted Share Awards but no shares of Company Common Stock were underlying outstanding Company Performance Share Awards and not including shares held in the treasury treasury), (ii) 32,375,605 shares of the Company; Company Common Stock held in treasury, (iii) 214,542 shares of Company Preferred Stock issued and outstanding (not including shares held in treasury), (iv) 435,194 shares of Company Preferred Stock held in treasury, (v) no shares of Company Common New Series Preferred Stock were held by any Subsidiary issued and outstanding, (vi) Company Options to purchase an aggregate of the Company; (v) 4,177,869 571,189 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans issued and outstanding, (the "Outstanding Employee Options"); (vivii) 641,515 116,358 shares of Company Common Stock were duly reserved for future issuance pursuant to underlying outstanding Company Performance Share Awards if performance conditions are satisfied at the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); target level, and (viiviii) 36,764 10,082.6654 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporationunderlying outstanding Director Deferred Shares. None of the All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and validly issued as fully paid and nonassessable, and are not subject to, nor to and were they not issued in violation of anyany preemptive or similar right, purchase option, call option, or right of first refusal, preemptive right, subscription right refusal or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) To the Knowledge of the Company Disclosure ScheduleCompany, as of the date hereof, no Person is the beneficial owner of ten percent or more of the issued shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issuedCommon Stock. The Company ESPP was terminated effective as of June 30, reserved for issuance or outstanding. 2021, and no participant has any purchase rights thereunder. (b) Except as described set forth in Section 2.3(a3.2(a) or as required by the terms of the Company Disclosure ScheduleBenefit Plans, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with as of the execution date of this Agreement, (i) the Company has provided to Parent a complete list does not have any shares of all outstanding options and warrants to purchase its capital stock issued or outstanding, other than shares of Company Common Stock that have become outstanding after September 9, 2021, which were reserved for issuance as of September 9, 2021 as set forth in Section 3.2(a), and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the date hereofissuance of capital stock of the Company or any of the Company’s Subsidiaries to which the Company or any of the Company’s Subsidiaries is a party obligating the Company or any of the Company’s Subsidiaries to (A) issue, the record holder thereof and the exercise prices thereof. All outstanding transfer or sell any shares of capital stock of the Company areor any of the Company’s Subsidiaries or securities convertible into, and all exercisable for or exchangeable for such shares, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, or (C) redeem or otherwise acquire any such shares which may be issued upon of capital stock. (c) Neither the exercise Company nor any of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness similar obligations, the holders of which have the Company with voting rights right to vote (or which are convertible into, exercisable for or exchangeable for, for securities having the right to vote) with voting rights) on any matters on which the stockholders of the Company may vote. (b) Section 2.3(b) on any matter. No Subsidiary of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of owns any capital stock, and ownership thereof, of each stock of the Company's Subsidiaries. All of Except for its interests (i) in its Subsidiaries and (ii) in any Person in connection with any joint venture, partnership or other similar arrangement with a third party, the outstanding shares of Company does not own, directly or indirectly, any capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or other equity interests in any Person. (cd) Except as described for any voting trust agreement entered into in compliance with Section 2.3(c5.8(c) of the Company Disclosure Schedule, as of the date hereofthis Agreement, there are no outstanding securities, options, warrants, calls, rights, convertible voting trusts or exchangeable securities, commitments, agreements, arrangements other agreements or undertakings of any kind (contingent or otherwise) understandings to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, to the Knowledge (as defined herein) of the Company, any of the Company's stockholders is a party or by which any of them is bound, in each case, with respect to the issuance, holding, acquisition, voting or disposition of any shares of the capital stock of the Company or any of its Subsidiaries. (e) Section 3.2(e) of the Company Disclosure Schedules lists each Subsidiary of the Company, its jurisdiction of organization and the percentage of its equity interests directly or indirectly held by the Company.

Capitalization. (a) The authorized registered (authorized) share capital of the Company consists of 105,000,000 shares70,000,000 Ordinary Shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, NIS 0.03 par value $.001 per share. The Company has no class of share (the "capital authorized other than Company Preferred Stock")Shares. As of May 16the close of business on December 18, 20002002, (i) 25,937,281 shares of 29,819,727 Company Common Stock Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (ii) except as set forth in Section 2.3 of the Company Disclosure Schedule, no Company Shares were dormant shares and no shares were held in treasury by Company or by subsidiaries of Company; provided, that if Section 2.3 of the Company Preferred Stock were issued or outstandingDisclosure Schedule sets forth any shares as being held by a subsidiary of Company, such shares are held by Precise Software Solutions, Inc.; (iii) no shares of 520,989 Company Common Stock Shares were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved available for future issuance pursuant to employee stock Company's ESPP; (iv) 539,832 Company Shares were reserved for issuance under Company's 1995 Share Option and Incentive Plan, of which 57,406 were subject to outstanding options granted pursuant to the purchase Company Shares and no Company Shares were available for future options grants; (v) 10,993,168 Company Shares were reserved for issuance under Company's Amended and Restated 1998 Share Option Plans (the "Outstanding Employee Options")and Incentive Plan, of which 7,884,670 were subject to outstanding options to purchase Company Shares and 593,504 were available for future options grants; (vi) 641,515 shares of 16,882 Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock Shares were reserved for issuance upon the exercise of the warrant outstanding options to purchase Company Shares under the Stock Option Plan (f/k/a the Savant Corporation Stock Option Plan); (vii) no Company Common Stock dated October 28, 1998 held by Intel Corporation. None Shares were reserved for issuance upon the exercise of the outstanding shares of certain stock options not issued under Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except Option Plans as set forth above and in Section 2.3(a2.3 of the Company Disclosure Schedule; and (viii) 15,965 Company Shares were reserved for issuance upon the exercise of certain warrants to purchase Company Shares as set forth in Section 2.3 of the Company Disclosure Schedule ("COMPANY WARRANTS"). Other than as described in the preceding sentence and except as set forth in Section 2.3 of the Company Disclosure Schedule, as of the date hereofclose of business on December 18, 2002, Company had no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issuedauthorized, reserved for issuance issuance, issued or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote. (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company's Subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) 2.3 of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company's Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of 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, commitment, agreement, arrangement or undertaking. 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 (or options or warrants to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, "Stock-Based Rights") or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Company Stockholders' Agreement, there are no voting trusts, proxies or other agreements, commitments agreements or understandings of any character to which the Company or any of its Subsidiaries is a party or by which any of them is bound or, obligating Company to accelerate the Knowledge vesting of any Company Stock Option (as defined hereinin Section 5.11) as a result of the Company, any Merger. (b) Section 2.3 of the Company's stockholders is a party or by which any of them is bound, in each case, Company Disclosure Schedule sets forth the following information with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock each Company Stock Option outstanding as of the close of business on December 18, 2002: (i) the name and address of the optionee; (ii) the particular plan, if applicable, pursuant to which such Company or any Stock Option was granted, (iii) the number of its Subsidiaries.Company Shares subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule, including the vesting commencement date; (vii) the date on which such Company Stock Option