Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 400,000,000 shares of Company Common Stock Stock, 20,000,000 shares of Class B common stock of the Company and 5,000,000 10,000,000 shares of Class F common stock of the Company, each with a par value of $0.0001 per share and 10,000,000 shares of preferred stock of the CompanyCompany (“Company Preferred Stock”), including 55,000 shares of Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) and 22,050 shares of Series B Redeemable Convertible Preferred Stock. As of the close of business on October 9June 21, 2023 2022 (the “Specified Company Capitalization Date”), (i) 19,353,641 there were issued and outstanding (A) 77,060,612 shares of Company Common Stock and (including B) 19,610 shares of Series A Preferred Stock, and (C) Company Restricted DSUs with respect to an aggregate of 2,052,474 shares of Company Stock) were issued and outstanding, all of which were issued under the Company LTIP, and (ii) 5,414,193 shares of Company Stock are reserved under the Company LTIP. All the outstanding shares of Company Stock are, and all shares of Company Stock reserved for issuance as described above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As Section 4.5(b) of the close Company Disclosure Letter, sets forth a true and complete list, of business on the Specified Date, (i) 2,000 each Company Equity Award, (ii) the name of the Company Equity Award holder, (iii) the number of shares of Company Common Stock were issuable underlying each Company Equity Award, (iv) in the case of any Pool A Performance Award or Pool B Performance Award, the Accumulated Cash Award Value, (v) the date on which the Company Equity Award was granted (vi) the vesting schedule with respect to outstanding the Company Options with a weighted average Equity Award, including any right of acceleration of such vesting schedule, (vii) the exercise price of $6.98 per share of each Company Common StockEquity Award, if applicable, and (iiviii) 598,054 shares the expiration date of each Company Equity Award, if applicable. The Company LTIP permits the treatment of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Equity Awards described in clauses Article III. (ic) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.5(c) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date(i) each Warrant, (x) with respect to each RSU Award, of (Aii) the name and holder of such RSU Awardthe Warrant holder, (Biii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) Warrant and (Civ) the exercise price of such Warrant. (d) Section 4.5(d) of the Company Disclosure Letter sets forth a true and complete list of (i) each Equity Linked Convertible Note, (ii) the name of the Equity Linked Convertible Note holder, (iii) the amount outstanding under such Equity Linked Convertible Note and (iv) the conversion price of such Equity Linked Convertible Note. (e) Except (w) as set forth in Section 4.5(e) of the Company Disclosure Letter, (x) for any awards issued pursuant to the Company LTIP after the date of this Agreement in accordance with the terms of this Agreement (all of which will be set forth on an updated Company Disclosure Letter delivered five (5) Business Days prior to the Closing and which such RSU Award was grantedotherwise will comply with the last sentence of Section 4.5(a)), (y) for any shares of Company Stock issued upon the exercise of any Company Equity Award, in each case, that were outstanding on the Company Capitalization Date or subsequently granted under the Company LTIP or otherwise in accordance with the terms of this Agreement and (z) the Warrants and the Equity Linked Convertible Notes, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or other ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in the Company or (iv) restricted shares, stock appreciation rights, performance units, restricted stock units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or other voting securities of or other ownership interests in the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). (f) There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, and neither the Company nor any of its Subsidiaries maintains an employee stock purchase plan. Neither the Company nor any of its Subsidiaries is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to each the voting of any Company Option, of (A) the name and holder of such Company Option, (B) the number of Securities. All outstanding shares of capital stock of the Company Common Stock underlying such have been, and all shares that may be issued pursuant to any equity compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company Optionowns any shares of capital stock of the Company or any Company Securities. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (Cwhether on an as-converted basis or otherwise) (or convertible into, or exchangeable for, securities having the type (incentive or nonqualifiedright to vote) and (D) on any matters on which stockholders of the exercise price per share, andCompany may vote.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 $1,630,185.83 divided into 1,076,416,910 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Companypar value $0.015144558 each. As of At the close of business on October 9August 24, 2023 2018 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 59,692,594 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company 11,000,000 5.95% Preference Shares were issued and outstanding, and (iii) 10,000,000 5.625% Preference Shares were issued and outstanding, (iv) no Company Shares were held by the Company as treasury shares or held by its Subsidiaries, (v) 847,153 Company Shares were issuable in respect of outstanding Company RSU Awards and Company Performance Units, measured at the target level of performance and (vi) 286,919 Company Shares were subject to Company Phantom Share awards measured at target level of performance (which Company Phantom Share awards are, by their terms, settled solely in cash). The number of Company Common Stock were held Shares that could be acquired with accumulated payroll deductions under the Company ESPP at the close of business on the purchase date for any offering period in treasury. effect as of the date of this Agreement (bassuming (A) As the market price of a Company Share as of the close of business on the Specified Datebusiness day immediately preceding such date is equal to the Merger Consideration, (B) such date represents the last day of the current offering period, and (C) payroll deductions continue at the current rate) does not exceed 75,858 Company Shares. Since the Capitalization Date through the date of this Agreement, other than in connection with the vesting, settlement, or exercise of Company Awards outstanding on the Capitalization Date and included in the second sentence of this Section 4.02(a) or the issuance of Company Share Purchase Plan Awards included in the immediately preceding sentence, neither the Company nor any of its Subsidiaries has issued any Company Securities. (b) Except as set forth in Section 4.02(a), as of the date of this Agreement, there were (i) 2,000 shares of Company Common Stock were issuable with respect to no issued and outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockShares or other equity or voting interests in the Company, and (ii) 598,054 shares of Company Common Stock were issuable in respect of no outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As securities of the close Company convertible into or exchangeable for Company Shares or other 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 Company Shares or other equity or voting interests in, or any securities convertible into or exchangeable for Company Shares or other equity or voting interests in the Company, (iv) no obligations of business on the Specified DateCompany to grant, extend, or enter into any subscription, warrant, right, convertible or exchangeable security, or other similar agreement or commitment relating to any Company Shares, or other equity or voting interests in, the Company had no Shares reserved for issuance(collectively, except for (A) “Company Rights” and the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and ), (ii), (Biii) an additional 424,513 Shares reserved for additional grants 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. Other than in connection with the Company Awards outstanding on the Capitalization Date and included in the second sentence of Section 4.02(a) or Company Share Purchase Plan Awards included in the third sentence of Section 4.02(a), there are no outstanding agreements or instruments of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities (or obligate the Company to grant, extend, or enter into any such agreements relating to any Company Securities) or that grant from the Company or any of its Subsidiaries any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal, or similar rights with respect to any Company Securities. With respect to each Company Award, Section 4.02(b) of the Company Disclosure Letter sets forth (i) the name of the holder of such Company Award, (ii) the type of award, (iii) the number of Company OptionsShares subject to such Company Award, Restricted Stock Awards (iv) the grant date of such Company Award, (v) the vesting schedule applicable to such Company Award, and RSU Awards pursuant (vi) the Company Share Plan under which such Company Award was granted. Except as described in this Section 4.02, no direct or indirect Subsidiary of the Company owns any Company Securities. None of the Company or any Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement, or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting, or dividends with respect to any Company Stock Plans Securities. All issued and outstanding Company Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. There are no accrued or unpaid dividends or dividend equivalent rights with respect to any Company Shares, Company Performance Units, or Company RSU Awards, except for the Per Share Accrued Dividend Equivalents. (Cc) 1,080,574 The Company Shares, the 5.95% Preference Shares, and the 5.625% Preference Shares reserved for issuance pursuant to constitute the only issued and outstanding classes of equity securities of the Company Stock Purchase Plan. and its Subsidiaries registered under the Exchange Act. (d) Section 3.02(b4.02(d) of the Company Disclosure Letter sets forth a true and complete list, as of the close date of business this Agreement, of the name and jurisdiction of incorporation or organization of each Subsidiary of the Company. All of the issued and outstanding shares, share capital or shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (except for directors’ qualifying shares or the like) are owned, directly or indirectly, beneficially and of record, by the Company, free and clear of all Liens and material transfer restrictions, except for such Liens and transfer restrictions of general applicability as may be provided under the Securities Act, other applicable securities Laws, or Insurance Laws (including any restriction on the Specified Dateright to vote, sell, or otherwise dispose of such shares, share capital, shares of capital stock, or other equity or voting interests). Each issued and outstanding share, share capital, or share of capital stock of each Subsidiary of the Company that is held, directly or indirectly, by the Company is duly authorized, validly issued, fully paid, nonassessable, and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts, or other commitments, understandings, restrictions, or arrangements relating to the issuance, acquisition, redemption, repurchase, or sale of any shares, share capital, or shares of capital stock or other equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, and agreement granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal, or similar rights (xto Persons other than the Company or any Subsidiary of the Company) with respect to each RSU Awardany securities of any Subsidiary of the Company. None of the Subsidiaries of the Company has any outstanding equity compensation plans relating to the share capital of, or other equity or voting interests in, any Subsidiary of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of At the close of business on October 9July 26, 2023 (the “Specified Date”)2016, (i) 19,353,641 28,746,664 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, and ; (iii) no 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Common Stock were held in treasury. reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (bv) As of under the close of business on the Specified DateCompany Stock Plans, (i) 2,000 shares of Company Common Stock there were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share to purchase 2,576,792 shares of Company Common Stock, and (ii) 598,054 outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance that may be issued pursuant to the exercise of outstanding Company Options, Restricted Stock Awards and or vesting of Company RSU Awards described will be (when issued in clauses (i) and (iiaccordance with the terms thereof), (B) an additional 424,513 Shares reserved for additional grants duly authorized and validly issued and are fully paid and nonassessable and are free of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planpreemptive rights. Section 3.02(b4.2(a) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close date hereof, of business on the Specified Dateall Company Stock Awards, (x) indicating as applicable, with respect to each RSU AwardCompany Stock Award then outstanding, the type of (A) the name and holder of such RSU AwardCompany Stock Award granted, (B) the number of shares of Company Common Stock underlying subject to such RSU Award Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (assumingA) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other 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 (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any RSU Award that is subject such shares. There are no outstanding (i) 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, restricted stock, warrants, rights or other agreements or commitments to vesting 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 securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (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 Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, 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 achievement value of performance goalsany shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the achievement outstanding shares of target performance goalscapital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) and (C) in any Subsidiary of the date on Company or any other Person. There are not outstanding obligations to which such RSU Award was grantedthe Company or any of its Subsidiaries is a party restricting the transfer of, (y) or limiting the exercise of voting rights with respect to each Company Optionto, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andany Subsidiaries Securities.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 10,000,000 shares of common stock, par value $0.10 per share, of the Company (the “Company Common Stock”). (b) As of May 23, 2024 (the “Capitalization Date”): (i) 1,759,954 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were are duly authorized, validly issued, fully paid and nonassessable, nonassessable and were issued free of preemptive (or similar) rights, ; (ii) no 1,659,999 shares of preferred stock Company Common Stock were held in the treasury of the Company were issued and outstanding, and Company; (iii) no shares of Company Common Stock were held in treasury. by the Company Subsidiaries; (biv) As of the close of business on the Specified Date, (i) 2,000 11,029 shares of Company Common Stock were issuable reserved for future issuance in connection with respect to outstanding the Company Options with a weighted average exercise price Stock Plans (of $6.98 per share of Company Common Stock, and (ii) 598,054 which 9,785 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Awards Company RSUs under the Company Stock Plans, including 1,808 Director DSUs and 1,778 Company PSUs (assuming a target level satisfaction of performance under any market- or performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awardsconditions at target). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) ; and (ii)v) 1,244 Company RSUs, (B) an additional 424,513 Shares reserved for additional grants none of which were Company OptionsPSUs or Director DSUs, Restricted Stock Awards and RSU Awards pursuant to were outstanding other than under the Company Stock Plans Plans. All Shares subject to issuance as aforesaid, upon issuance on the terms and (C) 1,080,574 Shares reserved for issuance conditions specified in the instruments pursuant to the which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. (c) The Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth has previously provided a true and complete list, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying subject to or denominated by each outstanding Company RSU, the name of the holder, the grant date, the vesting schedule (including acceleration provisions), whether settled in cash or shares of Company Common Stock, whether settled on a current or deferred basis, whether subject to equity or liability accounting treatment under applicable accounting principles, and the Company Stock Plan pursuant to which such Company RSU Award was granted (assumingif applicable). Since the Capitalization Date through the date hereof, the Company has not granted any Company RSUs or any other equity incentive awards (whether under any Company Stock Plan or otherwise). (d) There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of any member of the Company Group issued and outstanding or reserved for issuance. There are no outstanding obligations under Contract or otherwise of any member of the Company Group to repurchase, redeem or otherwise acquire any Equity Interests of any member of the Company Group or any other person, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any RSU Award that Equity Interests of any member of the Company Group or any other person, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any member of the Company Group or any other person. None of the Company nor any other member of the Company Group is subject a party to vesting based on the achievement of performance goalsany stockholders’ agreement, the achievement of target performance goals) and (C) the date on which such RSU Award was grantedvoting trust agreement or registration rights agreement relating to any Equity Interests or any other Contract relating to disposition, (y) voting or dividends with respect to each any Equity Interests. (e) There are no Equity Interests or outstanding equity awards of the Company Optionobligating the Company to issue, sell or grant any Equity Interests of (A) any member of the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andGroup.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 fifty million (50,000,000) Shares and two million (2,000,000) shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 9December 20, 2023 (the “Specified Date”)1999, (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were 17,373,191 Shares are issued and outstanding; (ii) no Shares are held in the treasury of the Company; (iii) no shares of Preferred Stock are issued and outstanding; and (iv) an aggregate of 6,064,825 Shares are reserved for issuance upon exercise of Company Options granted pursuant to the Company Stock Option Plan and the Company Incentive Plan. All the outstanding shares of the Company's capital stock are, and all Shares reserved for issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be, duly authorized, validly issued, fully paid and nonassessable. None of which were the outstanding shares of the Company's capital stock have been issued in violation of any federal or state securities laws. The Company has delivered to Parent a complete and correct list, as of the close of business on December 20, 1999, of the number of shares of the Company's capital stock subject to outstanding stock options (and the exercise prices thereof) or other rights to purchase or receive shares of the Company's capital stock. Since December 20, 1999, there have been no changes to the authorized capital stock of the Company or the number of Shares or shares of Preferred Stock outstanding except for issuances of Shares upon exercise of Company Options outstanding as of such date and reflected on the list delivered to Parent described in the preceding sentence. Since December 20, 1999, no options or rights of any kind to acquire any shares of capital stock of the Company have been issued, granted or otherwise committed. All of the outstanding shares of capital stock of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable, and free all such shares (other than directors' qualifying shares in the case of preemptive rights, (iiforeign Subsidiaries) no shares of preferred stock of are owned by the Company were issued or a Company Subsidiary free and outstanding, clear of all Liens. There are no accrued and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, unpaid dividends with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of outstanding shares of Company Common Stock underlying such Company Option, (C) capital stock of the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 15,000,000 Company Shares and 700,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 916, 2023 2020, 2020 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 7,826,180 Company Common Stock (including Company Restricted Stock) Shares were issued and 7,344,955 Company Shares were outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, ; and (iii) no shares 481,225 Company Shares were held by the Company in its treasury. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of Company Common Stock were held Options or the settlement of Company RSU Awards outstanding as of the Capitalization Date in treasuryaccordance with their terms. All of the outstanding Company Shares have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. (b) As of the close of business on the Specified Capitalization Date, (i) 2,000 shares of 212,187 Company Common Stock Shares were issuable with respect subject to outstanding issuance pursuant to Company Options with a weighted average exercise price of $6.98 per share of granted and outstanding under the Company Common StockStock Plans, and (ii) 598,054 shares of 12,666 Company Common Stock Shares were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) granted and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to outstanding under the Company Stock Plans and Plans, (Ciii) 1,080,574 1,109,982 Company Shares were reserved for future issuance pursuant to under the Company Stock Purchase PlanPlans. Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, of (A) the name and of each holder of such Company Options and Company RSU AwardAwards, (B) the number of shares of Company Common Stock underlying such Shares subject to each outstanding Company Option and Company RSU Award (assumingheld by such holder, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on name of the Company Stock Plan under which such the Company Option or Company RSU Award was granted, (yD) the grant or issuance date of each such Company Option and Company RSU Award, (E) with respect to each Company Option, the exercise price and expiration date thereof. (i) With respect to each Company Option, the per share exercise price was not less than the fair market value (within the meaning of Section 409A of the Code) of a Company Share on the date of grant and (ii) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Option and Company RSU Award may by its terms be treated at the Effective Time as set forth in Section 3.7. (d) Except for the Company Options and the Company RSU Awards referenced in the first sentence of Section 4.2(b) above, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (ii) options, warrants, rights or other agreements, arrangements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable for or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), capital stock or voting securities or other ownership interests in the Company (or, in each case, the economic equivalent thereof), (iii) obligations requiring the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (i), (ii) and (iii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (iv) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Shares. (e) There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities Laws, including the Securities Act and “blue sky” Laws. (f) The Company or another of its Subsidiaries is the record and beneficial owner of all of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), which shares have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights, and there are no irrevocable proxies with respect to any such shares. As of the date hereof, with respect to each Subsidiary of the Company, there are no securities, options, warrants, rights or other agreements or commitments or obligations, in each case of the type described in clauses (i), (ii) and (iii) of the definition of Company Securities, with respect to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (together with the shares of capital stock of the Subsidiaries of the Company, the “Subsidiary Securities”). (g) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, 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 Company Stockholders on any matter. (h) No Company Shares are held by any Subsidiary of the Company. (i) The Company has taken all actions necessary to (i) render the Company Stockholders’ Right Plan inapplicable to this Agreement and the transactions contemplated by this Agreement; (ii) ensure that in connection with the transactions contemplated by this Agreement, (A) neither Parent, Merger Sub or any of their “Affiliates” or “Associates” (each as defined in the name Company Stockholders’ Rights Plan) is or will be (1) a “Beneficial Owner” of or deemed to “beneficially own” and holder have “Beneficial Ownership” (each as defined in the Company Stockholders’ Rights Plan) of such any securities of the Company Option, or (2) an “Acquiring Person” (as defined in the Company Stockholders’ Rights Plan) and (B) none of a “Shares Acquisition Date,” a “Distribution Date” (as such terms are defined in the number Company Stockholders’ Rights Plan) or a “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) occurs or will occur, in each case of shares of Company Common Stock underlying such Company Option, clauses (C) the type (incentive or nonqualifiedA) and (DB), solely by reason of the execution of this Agreement, or the consummation of the Merger, the Offer, or the other transactions contemplated by this Agreement; and (iii) provide that the exercise price per share“Final Expiration Date” (as defined in the Company Stockholders’ Rights Plan) shall occur immediately prior to the Effective Time, andbut only if the Effective Time shall occur. To the Company’s Knowledge, no Person is an “Acquiring Person” and no “Share Acquisition Date,” “Distribution Date” (as such terms are defined in the Company Stockholders’ Rights Plan) or “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) has occurred. The Company Stockholders’ Rights Plan has not been amended or modified.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 25,000,000 shares, $0.01 par value per share, of Company Common Stock and 10,000,000 shares, $0.01 par value per share, of preferred stock (the "Company Preferred Stock"). As of the date of this Agreement: (i) 10,715,119 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and no shares of Company Preferred Stock were issued or outstanding, (iiiii) no shares of Company Common Stock were held in treasury. reserved for issuance except that (bA) As of the close of business on the Specified Date, (i) 2,000 1,579,337 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares have been reserved for issuance pursuant to the 1994 Company Stock Option and Incentive Plan, of which 1,082,334 may be issued in the future upon the exercise of options currently outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants 526,813 shares of Company Options, Restricted Common Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares have been reserved for issuance pursuant to the 1994 Company Employee Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) which 19,037 shares are estimated to be the number of shares of Company Common Stock underlying such RSU Award (assumingwhich will be issued pursuant to contributions by employees of the Company under the 1994 Company Employee Stock Purchase Plan during calendar year 1997, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of 31,857 shares of Company Common Stock underlying such Company Optionhave been reserved for issuance at par value on or about September 30, 1997 pursuant to an employment agreement with a former employee, (Ciii) the type (incentive or nonqualified) no shares of Company Preferred Stock were reserved for issuance and (Div) 242,185 shares of Company Common Stock were held by the exercise price per shareCompany in its treasury. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, andfully paid, and nonassessable. Except as indicated hereinabove, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any Subsidiary thereof to issue, sell, or otherwise cause to become outstanding any of its capital stock or the capital stock of any Subsidiary thereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any of its Subsidiaries. After giving effect to the transactions contemplated by the Share Exchange and Termination Agreement, all shares of capital stock of Subsidiaries of the Company are wholly owned directly or indirectly by the Company and have been duly authorized and are validly issued, fully paid and nonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 150,000,000 shares of Company Common Stock and 5,000,000 2,000,000 shares of preferred stock stock, par value $.01 per share, consisting of the Company250,000 shares of Series A Convertible Preferred Stock, 100,000 shares of Series B Convertible Preferred Stock and 1,650,000 shares of undesignated preferred stock. As of the close of business on October 9December 31, 2023 2005 (the “Specified Date”), "CAPITALIZATION DATE") (i) 19,353,641 49,581,917 shares of Company Common Stock (including Company which includes outstanding Restricted StockStock Awards) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no Company Stock Options to acquire 710,102 shares of preferred stock of the Company Common Stock were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As the treasury of the close of business on the Specified DateCompany, (iiv) 2,000 5,500,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price reserved for issuance under the Warrant, and (v) no shares of $6.98 per share the Company's Series A Convertible Preferred Stock and 20,063 shares of the Company's Series B Convertible Preferred Stock, which are convertible into approximately 3,039,745 shares of Company Common Stock, were issued and (ii) 598,054 outstanding. All of the shares of Company Common Stock were issuable and the Company's Series B Convertible Preferred Stock outstanding on the date of this Agreement are duly authorized, validly issued, fully paid and nonassessable. Since the Capitalization Date through the date of this Agreement, other than (A) in respect connection with the issuance of Common Shares pursuant to the exercise of outstanding RSU Awards (assuming a target level of performance under performance-based awards Company Stock Options and full vesting of time-based awards) Warrants, and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As Awards, as set forth in Section 3.03 of the close of business on the Specified DateCompany Disclosure Schedule, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant in connection with the surrender to the Company of shares issued upon the "net exercise" of such Company Stock Plans Options or Warrants and shares surrendered to the Company in connection with the payment of withholding Tax upon the vesting of such Restricted Stock Awards, and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) grant on March 31, 2006 of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of 450,000 shares of Company Common Stock underlying such RSU Award (assumingpursuant to Restricted Stock Awards, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) there has been no change in the number of Shares of outstanding or reserved capital stock of the Company or the number of outstanding Company Stock Options, Warrant or Restricted Stock Awards. (b) Section 3.03 of the Company Disclosure Schedule describes (i) all outstanding Company Stock Options and other rights to purchase or receive shares of Company Common Stock underlying such under the Company OptionEquity Plans, as of the Capitalization Date, together with the expiration date, exercise price and number of shares subject thereto, (Cii) the type Warrant, together with the expiration date, exercise or strike price and number of shares subject thereto, (incentive iii) the number of outstanding unvested shares constituting Restricted Stock Awards for Company Common Stock, as of the Capitalization Date, and (iv) the number of Restricted Stock Awards for Company Common Stock that, as of the date of this Agreement, have been approved by the Company Board, but have not yet been issued. (c) Except as set forth in Section 3.03 of the Company Disclosure Schedule, there are no (i) subscriptions, calls, contracts, options, warrants or nonqualifiedother rights, agreements, arrangements, understandings, restrictions or commitments of any character to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound relating to the issued or unissued capital stock or equity interests of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company or any Subsidiary, (ii) securities of the Company or securities convertible, exchangeable or exercisable for shares of capital stock or equity interests of the Company or any Subsidiary, or (iii) equity equivalents, stock appreciation rights or phantom stock, ownership interests in the Company or any Subsidiary or similar rights. All shares of Company Common Stock subject to the Company Stock Options and Warrant set forth in Section 3.03 are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. There are no outstanding contractual obligations or rights of the Company or any Subsidiary to repurchase, redeem (other than the redemption rights of the Company Preferred Stock) or otherwise acquire any securities or equity interests of the Company or any Subsidiary or to vote or to dispose of any shares of capital stock or equity interests of the Company or any Subsidiary except pursuant to the terms of Restricted Stock Awards. Except as set forth in Section 3.03 of the Company Disclosure Schedule, none of the Company or any Subsidiary is a party to any stockholders' agreement, voting trust agreement or registration rights agreement relating to any equity securities or equity interests of the Company or any Subsidiary or any other Contract relating to disposition, voting or dividends with respect to any equity securities or equity interests of the Company or of any Subsidiary. No dividends on the Company Common Stock have been declared or paid from December 31, 2005 through the date of this Agreement. All of the Shares have been issued by the Company in compliance with applicable federal securities Law. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company's stockholders may vote. (d) Each outstanding share of capital stock (or other unit of equity interest) of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable (where such concepts are legally applicable) and was issued free of preemptive (Dor similar) the exercise price per sharerights, and, except as set forth in Section 3.01 of the Company Disclosure Schedule, each such share or unit (other than directors' qualifying shares in the case of non-United States Subsidiaries) is owned by the Company, by one or more wholly-owned Subsidiaries, or by the Company and one or more wholly-owned Subsidiaries, free and clear of all options, rights of first refusal, agreements, limitations on the Company's or any Subsidiary's voting, dividend or transfer rights, charges and other encumbrances or Liens of any nature whatsoever. (e) Section 3.03 of the Company Disclosure Schedule also lists any and all Persons of which the Company directly or indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest, of, to the Company's knowledge, greater than 5% but less than 50% (collectively, the "INVESTMENTS"). Except as set forth in Section 3.03 of the Company Disclosure Schedule, the Company or a Subsidiary, as the case may be, owns all Investments free and clear of all Liens, and there are no outstanding contractual obligations of the Company or any Subsidiary permitting the repurchase, redemption or other acquisition of any of its interest in the Investments or requiring the Company or any Subsidiary to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Investment. (f) The General Partner is a single member Delaware limited liability company, and the sole member of the General Partner is a wholly-owned Subsidiary of the Company. (g) As of the Capitalization Date (i) 3,972,500 Common Units were issued and outstanding, of which 2,500 were owned of record and beneficially by the Company or any Subsidiary, (ii) 3,322,266 Subordinated Units were issued and outstanding, of which 2,872,266 were owned of record and beneficially by Subsidiaries of the Company and 450,000 were owned, to the Company's knowledge, by an Affiliate of Parent, (iii) all of the General Partner Interests, which include all Incentive Distribution Rights, are owned by the General Partner, and (iv) no Common Units or Subordinated Units were owned by, or held in the treasury of, TransMontaigne Partners.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares (i) 750,000,000 Shares, of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As which, as of the close of business on October 9August 20, 2023 2015 (the “Specified Measurement Date”), (i) 19,353,641 shares of Company Common Stock 120,071,870 Shares were issued and outstanding (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsShares), (ii) 10,000,000 shares of Company preferred stock, no par value, of which, as of the Measurement Date, no shares of preferred stock of the Company were issued and outstanding, and (iii) no 10,000,000 shares of Company Common Stock Class A junior participating preferred stock, no par value, of which, as of the Measurement Date, no shares were issued and outstanding (collectively, the “Company Capital Stock”). As of the Measurement Date, 216,523 Shares were held in the Company’s treasury. As of the Measurement Date, 3,661,996 Shares were reserved for issuance under the Company Omnibus Performance Incentive Plan, no Shares were reserved for issuance under the Company Long-Term Incentive Plan, 363,675 Shares were reserved for issuance under the Company ESPP and 2,031,307 Shares were reserved for issuance under the Company DRIP. All of the issued and outstanding Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (b) As The Company has provided Parent with an accurate and complete list of each Company Stock Award outstanding as of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards Measurement Date pursuant to the Company Equity Incentive Plans. All outstanding Company Stock Plans Awards were granted under a Company Equity Incentive Plan and (C) 1,080,574 Shares reserved for issuance pursuant to are evidenced by award agreements, in each case in all material respects in the forms made available by the Company to Parent, and no award agreement contains terms that are inconsistent with or in addition to such forms in any material respect. From the Measurement Date until the date of this Agreement, the Company has not issued any Shares or Company Stock Purchase Plan. Section 3.02(b) Awards or other equity securities of the Company Disclosure Letter sets or any securities representing the right to purchase or otherwise receive any Shares (other than in connection with (i) the exercise or settlement of Company Stock Awards or ESPP Purchase Rights granted prior to the Measurement Date or (ii) the issuance of Shares under the Company DRIP). (c) Except pursuant to this Agreement, the Company Equity Incentive Plans, the Company ESPP, the Company DRIP or as set forth a true in this Section 3.2, the Company does not have and complete listis not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, issuance or registration of any Shares or any other equity securities of the Company or any securities representing the right to purchase or otherwise receive any Shares. (d) There are no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote that are issued or outstanding as of the close date of business on this Agreement. (e) All of the Specified Dateissued and outstanding shares of capital stock or other equity ownership interests of each Company Subsidiary that are owned by the Company, directly or indirectly, are owned free and clear of any Liens (x) with respect to each RSU Awardother than transfer restrictions under applicable federal and state securities Laws), of (A) the name and holder all of such RSU Awardshares or equity ownership interests are duly authorized and validly issued and are fully paid, (B) nonassessable and free of preemptive rights. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the number purchase or issuance of any shares of Company Common Stock underlying such RSU Award (assuming, with respect to capital stock or any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder other equity security of such Company Option, (B) Subsidiary or any securities representing the number of right to purchase or otherwise receive any shares of Company Common Stock underlying capital stock or any other equity security of such Company OptionSubsidiary. There are no outstanding obligations (other than those under applicable securities Laws) to which the Company or any Company Subsidiary is a party restricting the transfer of, (C) the type (incentive or nonqualified) and (D) limiting the exercise price per shareof voting rights with respect to, andany Equity Interest in any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 300,000,000 shares of Company Common Stock and 5,000,000 (ii) 30,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (i1) 19,353,641 74,082,150 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (2) 100 shares of the Company's Series A Convertible Redeemable Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (3) no shares of Company Common Stock are held in the treasury of the Company. The Company has no other capital stock authorized, issued or outstanding. (b) As of February 11, 2000, (i) 6,731,500 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Stock Options, (ii) 4,122,129 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Warrants and (iii) 812,184 shares of Company Common Stock were reserved for issuance upon the conversion of shares of Series A Convertible Redeemable Preferred Stock. The Company Disclosure Letter sets forth, with respect to the Company Stock Options outstanding as of February 11, 2000, the aggregate number of shares of Company Common Stock subject to Company Stock Options under each Company Stock Option Plan and the weighted average exercise price of such Company Stock Options. The Company Disclosure Letter also lists the names of all individuals or entities who own Company Warrants, together with the number of shares of Company Common Stock subject to such Company Warrants and the exercise prices of such Company Warrants. No options, warrants or other rights to acquire shares of Company Common Stock have been granted from February 11, 2000 to the date of this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock Option Plans and (ii) the Company Warrants, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Capital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) . There are no shares of preferred stock outstanding contractual obligations of the Company were issued and outstandingor any Company Subsidiary to repurchase, and (iii) no redeem or otherwise acquire any shares of Company Common Capital Stock were held or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in treasurythe form of a loan, capital contribution or otherwise) in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company and other Company Subsidiaries, or any other Person. (bd) As of the close of business on the Specified Date, (i) 2,000 shares of On a fully exercised and converted to Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockbasis, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based outstanding on the achievement date hereof would be 85,747,963, of performance goals, which 50,763,375 are owned by ASC. The weighted average exercise price of the achievement of target performance goals) Company Stock Options and (C) Company Warrants outstanding on the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares hereof is no less than $21.79 per share of Company Common Stock underlying such Company Option, Stock. (Ce) All of the type (incentive or nonqualified) capital stock of ASC is owned of record and (D) the exercise price per share, andbeneficially by Medical Manager. Such capital stock consists solely of ASC Common Stock.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 50,000,000 shares of Company Common Stock 56,666,666 Shares and 5,000,000 10,000,000 shares of preferred stock stock, par value $0.001 per share (“Company Preferred Stock”). The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s certificate of incorporation. As of the close of business on October 9May 7, 2023 (the “Specified Date”)2009, (i) 19,353,641 16,222,026 Shares were issued and outstanding and (ii) no shares of Company Common Preferred Stock were issued or outstanding. (b) Section 3.3(b) of the Company Disclosure Schedule includes a list, as of the date of this Agreement, of (i) each outstanding Company Option under the Company Stock Plans, including the identification number of the applicable holder, the Company Restricted StockStock Plan under which each Company Option is granted, the grant date, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares issued under each Company Stock Plan, (iii) the total number of Shares reserved for future issuance under each Company Stock Plan, and (iv) each outstanding Company RSU, including the identification number of the applicable holder, the Company Stock Plan under which such Company RSUs were issued and outstandingthe issue date. The Company Stock Plans (including all amendments) have been duly approved by the Company’s stockholders. All outstanding Company Options were granted with an exercise price not less than the fair market value of the Shares on the date of grant. The Company has made available to the Parent complete and accurate copies of all (x) Company Stock Plans, (y) forms of stock option agreements evidencing Company Options and (z) forms of agreements evidencing Company RSUs. (c) Except as set forth in Section 3.3(a) of the Agreement, Sections 3.3(b) and 3.3(c) of the Company Disclosure Schedule or Schedule 5.1 of the Agreement, (i) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any options, warrants, equity securities, calls, rights, commitments or agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its subsidiaries to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity or voting interests, or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. None of the Company or, to the Company’s knowledge, any of its Affiliates, is a party to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. For all purposes of this Agreement, the term “Affiliate” when used with respect to any person means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which were the Company or any Company Subsidiary is bound with respect to any securities of the Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or bylaws or any agreement to which the Company is bound. (iie) There are no shares obligations, contingent or otherwise, of preferred the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company were issued and outstandingor any of its subsidiaries. The Company has no outstanding bonds, and (iii) no shares of Company Common Stock were held in treasury. (b) As of debentures, notes or other indebtedness that have the close of business right to vote on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date matters on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andstockholders may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (a) 300,000,000 shares of Company Common Stock and 5,000,000 (b) 10,000,000 shares of preferred stock stock, par value $.01 per share (the "Company Preferred Stock"). As of the date hereof, (i) 35,704,665 shares of Company Common Stock were issued and outstanding (plus any shares issued upon exercise of Company Stock Options since February 11, 2000), all of which are validly issued, fully paid and nonassessable and (ii) 5,268,463 shares of Company Common Stock are held in the treasury of the Company. As of the close date of business on October 9this Agreement, 2023 no shares of the Company Preferred Stock were issued and outstanding. The Company has no other capital stock authorized, issued or outstanding. (the “Specified Date”)b) As of February 11, 2000, (i) 19,353,641 17,779,543 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Stock Options, (including ii) 170,911 shares of Company Restricted StockCommon Stock were subject to issuance pursuant to outstanding Company Warrants and (iii) 138,354 securities convertible into 2,305,900 shares of Company Common Stock were outstanding. The Company Disclosure Letter sets forth, with respect to the Company Stock Options outstanding as of February 11, 2000, the aggregate number of shares of Company Common Stock subject to Company Stock Options under each Company Stock Option Plan and the weighted average exercise price of such Company Stock Options. The Company Disclosure Letter also lists the names of all individuals or entities who own Company Warrants, together with the number of shares of Company Common Stock subject to such Company Warrants and the exercise prices of such Company Warrants. No options, warrants or other rights to acquire shares of Company Common Stock have been granted from February 11, 2000 to the date of this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock Option Plans, (ii) stock options granted pursuant to the CareInsite stock option plans and arrangements described in Section 2.04 of the CareInsite Merger Agreement, and (iii) the Company Warrants, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and outstandingconditions specified in the instruments pursuant to which they are issuable, all of which were will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) . There are no shares of preferred stock outstanding contractual obligations of the Company were issued and outstandingor any Company Subsidiary to repurchase, and (iii) no redeem or otherwise acquire any shares of Company Common Stock were held or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in treasurythe form of a loan, capital contribution or otherwise) in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company and other Company Subsidiaries, or any other Person. (bd) As of the close of business on the Specified Date, (i) 2,000 shares of On a fully exercised and converted to Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockbasis, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based outstanding on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andhereof would be 55,961,019.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 145,000,000 shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and 5,000,000 shares of preferred stock of the Company Preferred Stock are as set forth in the Company’s certificate of incorporation as currently in effect. As of At the close of business on October 9December 30, 2023 2020 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 53,822,535 shares of Company Common Stock were held in treasury. issued and outstanding; (bB) As an aggregate of the close of business on the Specified Date, (i) 2,000 1,044,100 shares of Company Common Stock were issuable with respect subject to outstanding Company Options with a weighted average exercise price RSU Awards; (C) an aggregate of $6.98 per share of Company Common Stock, and (ii) 598,054 1,252,266 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Company PSU Awards (assuming a target level maximum achievement); (D) an aggregate of performance 699,297 shares of Company Common Stock were reserved by the Company for issuance under performance-based awards the ESPP; and full (E) zero shares of Company Preferred Stock were issued and outstanding. Since the Capitalization Date through the date hereof, other than vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Equity Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to existing terms of such awards, neither the Company Stock Purchase Plan. Section 3.02(bnor any of its Subsidiaries has (1) issued, delivered, sold, announced, pledged, transferred, subjected to any Lien or granted or otherwise encumbered or disposed of any Company Securities or incurred any obligation to make any payments to any Person based on the price or value of any Company Securities or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Company Securities. (b) Part 4.05(b) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, a complete and correct list of (Ai) all outstanding Company RSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and holder of such RSU Awardconditions, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company OptionRSU Award and the distribution dates for such shares and (ii) all outstanding Company PSU Awards, including the respective name of (A) the name holder, the grant date, the vesting schedule, terms and holder of such Company Optionconditions, (B) the performance period, and the maximum number of shares of Company Common Stock underlying subject to each Company PSU Award. (c) Except as set forth in this Section 4.05, and for changes since the Capitalization Date resulting from settlement of Company Equity Awards outstanding on such Company Optiondate or granted thereafter as permitted under Section 6.01(b)(iii), there are no outstanding (i) shares of capital stock or voting securities or other Equity Interests of the Company, (Cii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or other Equity Interests of the Company, (iii) options, warrants or other rights or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock or other voting securities or Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or Equity Interests in, the Company, (iv) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or Equity Interests in, the Company (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the disposition or voting of any shares of capital stock of the Company or any of its Subsidiaries or (vi) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any Company Securities or any securities of the Company’s Subsidiaries. Neither the Company nor any of its Subsidiaries have issued any bonds, debentures, notes or other indebtedness (x) having the right to vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible into, or exchangeable for, securities having such right), or (y) the type (incentive value of which is directly based upon or nonqualified) and (D) derived from the capital stock, voting securities or other Equity Interests of the Company or any of its Subsidiaries. There are no outstanding obligations or commitments of the Company or any of its Subsidiaries to issue, grant, repurchase, redeem or otherwise acquire any of the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price per shareand/or withholding taxes pursuant to the terms of Company Equity Awards or in accordance with the existing terms of the ESPP. All Company Equity Awards and rights under the ESPP were granted in accordance with the applicable Company Stock Plans, andthe ESPP, all Applicable Laws, and all applicable securities exchange rules. All Company Equity Awards are evidenced by written award agreements, in each case, substantially in the forms that have been Made Available to Parent. No Subsidiary of the Company owns any Company Securities. (d) All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the Company Stock Plan or the ESPP, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid, nonassessable and free of preemptive rights, and were not issued in violation of and are not subject to any right of rescission or right of first refusal, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock 90,000,000 Shares and 5,000,000 15,000,000 shares of preferred stock. As of December 14, 2010 there were outstanding 38,688,190 Shares (of which an aggregate of 100,000 represent shares issuable upon the vesting of Company Restricted Stock Units), no shares of preferred stock, Company Stock Options to purchase an aggregate of 6,332,614 Shares (of which options to purchase an aggregate of 5,464,893 Shares were exercisable) and no Company Performance Units. All outstanding shares of capital stock of the Company. As of the close of business on October 9Company have been, 2023 (the “Specified Date”), (i) 19,353,641 and all shares that may be issued upon exercise of Company Common Stock (including Company Restricted Stock) were Options will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights. Section 4.05 of the Company Disclosure Schedule contains a list of (i) each outstanding Company Stock Option, including the holder, date of grant, exercise price, number of Shares subject thereto and the number of such Shares that have vested and (ii) no shares all outstanding Company Restricted Shares, including with respect to each such share or unit, the holder, date of preferred stock of the Company were issued grant and outstandingnumber vested, and (iii) no shares of Company Common Stock were held such list is complete and accurate in treasuryall material respects. (b) As Except for the Company’s obligations under the Rights Agreement and the Company Rights issued pursuant thereto, except as set forth in this Section 4.05 and for changes since December 14, 2010 resulting from the exercise of Company Stock Options outstanding on such date, the close issuance of business on shares pursuant to Company Restricted Stock Units and the Specified Dateissuance of shares pursuant to the Company 401(k) Plan, there are no outstanding (i) 2,000 shares of capital stock of or other voting securities or ownership interests in the Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and or (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As options or other rights to acquire from the Company, or other obligation of the close of business on the Specified DateCompany to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and (ii) being referred to collectively as the “Company Securities”), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) There are no outstanding obligations of the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries to repurchase, as redeem or otherwise acquire any of the close of business on the Specified Date, Company Securities. (xc) with respect to each RSU Award, None of (Ai) the name and holder Shares or (ii) Company Securities are owned by any Subsidiary of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 50,000,000 20,000,000 Shares and 1,000,000 preferred shares, par value $0.01 per share (“Company Preferred Stock”). The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s articles of incorporation. As of the date of this Agreement, (i) 11,953,384 Shares were issued and outstanding and (ii) no shares of Company Common Preferred Stock were issued or outstanding. (b) Section 3.3(b) of the Company Disclosure Schedule includes a list, as of the date of this Agreement, of (i) each outstanding Company Option under the Company Stock Plans or issued independent of such plans, including the name of the applicable holder, the Company Stock Plan under which each Company Option is granted, the grant date and 5,000,000 acceleration provisions, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares issued under each Company Stock Plan, (iii) the total number of Shares reserved for future issuance under each Company Stock Plan and (iv) each grant of Shares that are subject to repurchase by the Company pursuant to Company Restricted Shares, including the name of the applicable holder, the Company Stock Plan under which such Company Restricted Shares were issued, the issue date, the applicable vesting and acceleration provisions, any performance targets or market conditions related to vesting and the repurchase price relating to each grant of Company Restricted Shares. The Company Stock Plans (including all amendments) have been duly approved by the Company’s shareholders. All outstanding Company Options were granted with an exercise price not less than the fair market value of the Shares on the date of grant. The Company has made available to Parent complete and accurate copies of all (x) Company Stock Plans, (y) forms of stock option agreements evidencing Company Options and (z) forms of agreements evidencing Company Restricted Shares. (c) Except as set forth in Section 3.3(a) of this Agreement, Sections 3.3(b) or 3.3(c) of the Company Disclosure Schedule or Schedule 5.1 of this Agreement, (i) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any options, warrants, equity securities, calls, rights, commitments or agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its subsidiaries to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of preferred capital stock or other equity or voting interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity or voting interests, or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, restricted stock units, phantom stock, performance based rights or similar rights or obligations. None of the Company or, to the Company’s knowledge, any of its Affiliates, is a party to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. As For all purposes of this Agreement, the term “Affiliate” when used with respect to any person means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any Company Subsidiary is bound with respect to any securities of the close of business Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, upon issuance on October 9the terms and conditions specified in the instruments pursuant to which they are issuable, 2023 (the “Specified Date”)will be, (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the MBCA, the Company’s articles of incorporation or bylaws or any agreement to which the Company is bound. (iie) There are no shares obligations, contingent or otherwise, of preferred the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company were issued and outstandingor any of its subsidiaries. The Company has no outstanding bonds, and (iii) no shares of Company Common Stock were held in treasury. (b) As of debentures, notes or other indebtedness that have the close of business right to vote on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date matters on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andshareholders may vote.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 shares of 15,000,000 Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (i) 19,353,641 shares of (1) 5,017,556 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which (2) no Company Shares were held in treasury and (3) no Company Shares were held by the Company Subsidiaries, and (ii) 538,000 Company Shares were reserved for issuance pursuant to the Company Equity Plan. All the outstanding Company Shares are duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of preemptive rights, (ii) no shares of preferred stock pre-emptive rights and none of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasuryEquity Awards have any voting rights prior to the anticipated Acceptance Time. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b2.2(b) of the Company Disclosure Letter sets forth a true forth, as of the date hereof, (i) the aggregate number of Company Shares that are subject to Company Equity Awards, (ii) the name or identification number of each holder, (iii) the number of Company Shares subject to each Company Equity Award, (iv) the grant date of each Company Equity Award and (v) the vesting schedule of each Company Equity Award. The Company shall provide Purchaser, within three (3) Business Days prior to the anticipated Acceptance Time and again at the Acceptance Time, with an updated complete and correct list, as of each such date, of the close information required to be set forth on Section 2.2(b) of business the Company Disclosure Letter. No holder of Company Equity Awards has any voting or other rights which can or will vest before the Acceptance Time. (c) Except as set forth in Section 2.2(a) and Section 2.2(b) above, as of the date hereof: (i) the Company does not have any shares or other voting securities issued or outstanding or reserved for issuance, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of the Company Subsidiaries is a party obligating the Company or any of the Company Subsidiaries to (1) issue, transfer or sell any shares in the capital or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or a wholly owned Subsidiary of the Company); (2) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (3) redeem or otherwise acquire any such shares in its capital or other equity interests; or (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital 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 which are convertible into or exercisable for securities having the right to vote) with the members of the Company on any matter. (e) There are no voting trusts or other agreements or understandings to which the Specified Date, (x) Company or any Company Subsidiary is a party with respect to each RSU Award, the voting of (A) the name and holder capital stock or other equity interest of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to or any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 200,000,000 shares of Company Common Stock and 5,000,000 shares of preferred common stock of the Company, par value $0.001 per share, and (ii) 1,000,000 shares of Preferred Stock, par value $0.001 per share (“Company Preferred Stock”). As of the close January 3, 2011, there were outstanding (A) 76,965,365 shares of business on October 9, 2023 (the “Specified Date”)Common Stock, (iB) 19,353,641 no shares of Company Preferred Stock, (C) employee stock options to purchase an aggregate of 9,100,000 shares of Company Common Stock (including of which options to purchase an aggregate of 3,764,996 shares of Common Stock were exercisable), and (D) warrants to purchase an aggregate of 9,362,184 shares of Company Restricted Common Stock) were . All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstanding, all of which were duly authorized, validly issued, are fully paid and nonassessable, and free . No Subsidiary of preemptive rights, (ii) no the Company owns any shares of preferred capital stock of the Company. Section 5.05(a) of the Company were issued Disclosure Schedule contains a complete and outstandingcorrect list of (x) each outstanding Company Stock Option, including with respect to each such option the holder, date of grant, exercise price, vesting schedule and number of shares of Common Stock subject thereto and (y) each outstanding Company Warrant, including with respect to each such warrant the holder, date of grant, exercise price, and (iii) no number of shares of Company Common Stock were held in treasurysubject thereto and with respect to (x) and (y) above, the comparable information with respect to such securities immediately after the Effective Time. (b) As There are no outstanding bonds, debentures, notes or other indebtedness of the close Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of business the Company may vote. Except as set forth in this Section 5.05 and for changes since December 31, 2010 resulting from the exercise of employee stock options outstanding on such date, there are no issued, reserved for issuance or outstanding, or obligations whether absolute or contingent, in the Specified Datefuture to issue, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price capital stock or other voting securities of $6.98 per share of Company Common Stockor other ownership interest in the Company, and (ii) 598,054 securities of the Company convertible into or exchangeable for shares of Company Common Stock were issuable capital stock or other voting securities of or other ownership interest in respect the Company, (iii) warrants, calls, options or other rights (including conversion or preemptive rights and rights of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awardsfirst refusal or similar rights) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As to acquire from the Company, or other obligations of the close Company to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of business or other ownership interest in 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 Specified Datevalue or price of, any capital stock of, or other voting securities of or ownership interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and though (iiiv) being referred to collectively as the “Company Securities”), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) There are no outstanding obligations of the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries to repurchase, as redeem or otherwise acquire any of the close Company Securities. Neither the Company nor any of business on the Specified Date, (x) its Subsidiaries is a party to any voting agreement with respect to each RSU Award, the voting of (A) any Company Securities. The Company is not a party to any agreement obligating it to file or maintain the name and holder effectiveness of such RSU Award, (B) any registration statement under the number of shares of Company Common Stock underlying such RSU Award (assuming, 1933 Act with respect to any RSU Award that is subject to vesting based on the achievement Company Securities. (c) As of performance goalsDecember 31, 2010, the achievement amount of target performance goalsoutstanding Indebtedness of the Company and its Subsidiaries (excluding intercompany Indebtedness) and (C) does not exceed $393,000 in the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andaggregate.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of 130,000,000 Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares. As of the close of business on October 9November 29, 2023 (the “Specified Date”)2010, (i) 19,353,641 shares of 48,014,947 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, (ii) no Company Shares were held in the treasury of the Company, (iii) no Company Shares were held by any Subsidiaries of the Company and (iv) there were such number of Company Options to purchase Company Shares as is set forth on Section 4.03 of the Disclosure Schedule. The Company has not issued any Company Shares or Company Options to purchase Company Shares from and including November 29, 2010 to and including the date hereof, other than the issuance of Company Shares pursuant to the exercise of Company Options. As of the date hereof, no warrants to purchase shares of capital stock of the Company are outstanding. All outstanding Company Shares and shares of capital stock (or, where applicable, other comparable equity interests) of each Subsidiary of the Company have been, and all shares of which were capital stock of the Company that may be issued pursuant to the Company Equity Compensation Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable. Section 4.03(a) of the Disclosure Schedule sets forth the authorized and, as of November 26, 2010, 2010, issued and free outstanding capital stock (or, where applicable, other comparable equity interests) of preemptive rightseach Subsidiary of the Company. Except as set forth in Section 4.03(a) of the Disclosure Schedule, (ii) no all outstanding shares of preferred capital stock or comparable equity interests in the Subsidiaries of the Company were issued are owned by the Company or a Subsidiary of the Company, free and outstanding, clear of all Liens other than transfer restrictions pursuant to the federal securities Laws and (iii) no shares of Company Common Stock were held in treasuryany similar state or foreign securities Laws. (b) Except as set forth in Section 4.03(a) above, there are no outstanding (i) shares of capital stock or voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries, (iii) options or other rights to acquire from the Company or any of its Subsidiaries or other obligations (including obligations arising out of preemptive rights or other similar rights) of the Company or any of its Subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries, or (iv) contractual obligations that would otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of the Company or any of its Subsidiaries (including stock appreciation, phantom stock, profit participation or other similar rights). No depositary receipts (“certificaten”) have been issued for any Company Shares. (c) Except as set forth in Section 4.03(a) above, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem, otherwise acquire or make any payment (including any dividend or distribution) in respect of any (i) shares of capital stock or voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries, or (iii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries, to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no Liens on, or other contractual obligations relating to, the ownership, transfer or voting of any Company Shares or any shares of capital stock (or, where applicable, other comparable equity interests) of each Subsidiary of the Company. (d) Each Company Option was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Equity Compensation Plan and at all relevant times has qualified for exemption from Section 409A of the Code under Section 1.409A-1(b)(5)(i)(A) or Section 1.409A-1(b)(5)(ii) of the regulations thereunder. (e) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Datedate hereof, the Company had no Shares reserved outstanding indebtedness for issuanceborrowed money (including the aggregate principal amount thereof, except for (A) the shares reserved for issuance pursuant to the outstanding Company Optionsaggregate amount of any accrued but unpaid interest thereon and penalties, Restricted Stock Awards fees, and RSU Awards described in clauses (i) and (iipremiums with respect thereto), (B) whether secured or unsecured, in an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. amount as set forth in Section 3.02(b4.03(e) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSchedules.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 30,000,000 Company Shares and (ii) 2,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 9February 29, 2023 2012 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of 10,696,473 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iiiB) no shares of Company Common Preferred Stock were issued and outstanding and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding Company Shares are validly issued, fully paid, nonassessable and free of any preemptive rights. Since the Capitalization Date, and except as otherwise issued after the execution of this Agreement in treasurycompliance with Section 6.2, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options granted under a Company Stock Plan. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.4(b)(i) of the Company Disclosure Letter sets forth a true and complete listSchedule specifies with respect to each outstanding Company Option, as of the close of business on the Specified Capitalization Date, (xthe name of the holder of such option, the number of Company Shares issuable upon the exercise of such option, the exercise price of such option, the date on which such option was granted, the extent unvested and vested on the Capitalization Date, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Section 4.4(b)(ii) of the Company Disclosure Schedule specifies with respect to each RSU Awardoutstanding award of Company Restricted Stock, as of (A) the close of business on the Capitalization Date, the name and of the holder of such RSU Awardaward, (B) the number of shares of Company Common Restricted Stock underlying held by such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsholder, the achievement repurchase price of target performance goals) and (C) such Company Restricted Stock, the date on which such RSU Award Company Restricted Stock was purchased or granted, (y) and the extent to which such Company right of repurchase or forfeiture has lapsed as of such date. As of the Capitalization Date, 678,221 Company Shares were reserved for future issuance pursuant to stock awards not yet granted under the Company Stock Plans and, since such date, and except as otherwise issued after the execution of this Agreement in compliance with Section 6.2, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, other than as permitted by Section 6.2(b). True, correct and complete copies of the standard equity award agreements under the Company Stock Plans and each agreement for each Company OptionOption and/or Company Restricted Stock that does not conform to the standard equity award agreements under the Company Stock Plans have been delivered or made available by the Company to Parent. No Company Options or Company Restricted Stock have been granted or are outstanding except under and pursuant to a Company Stock Plan. (c) Except as set forth in this Section 4.4, there are (i) no outstanding shares of (A) capital stock of, or other equity or voting interest in, the name and holder of such Company OptionCompany, (Bii) no outstanding securities of the number of Company convertible into or exchangeable for shares of Company Common Stock underlying such Company Optioncapital stock of, or other equity or voting interest in, the Company, (Ciii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the type Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (incentive iv) no obligations of the Company to grant, extend or nonqualifiedenter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (Div), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (v) no other obligations by the exercise Company or any of its Subsidiaries to make any payments based on the price per shareor value of the Company Securities. There are no outstanding Contracts of any kind that obligate the Company or any of its Subsidiaries to repurchase, andredeem or otherwise acquire any Company Securities. (d) Except as set forth in Section 4.4(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any Contract which by its terms restricts the transfer of or voting of, requires registration of, or grants any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to, any securities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 3,030,303 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Company Preferred Stock,” and together with the Company Common Stock, the “Company Stock”). Immediately prior to the Closing Date, and without giving effect to the transactions contemplated by this Agreement or any of the other agreements contemplated hereby (collectively, the “Transaction Documentation”), (i) 19,353,641 71,650,622 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were are issued and outstanding, and no shares of Company Preferred Stock are issued or outstanding (iii) the holder of all 3,030,303 share of Series A Preferred Stock outstanding as of December 31, 2022 has agreed that all such shares will convert into an equivalent number of shares of Company Common Stock in connection with the Closing and thus no such shares are issued and outstanding as of immediately prior to the Closing Date). No other shares of Company Stock are issued or outstanding, and no shares of Company Common Stock were or shares of Company Preferred Stock are held in treasury. (b) As the treasury of the close of business on Company. Immediately prior to the Specified Closing Date, (i) 2,000 there are and will be outstanding options to purchase shares of Company Common Stock were issuable with respect as set forth on Section 2.2 of the Company Disclosure Schedule (“Company Options”). Immediately prior to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockthe Closing Date, there are and (ii) 598,054 will be outstanding, no warrants to purchase shares of Company Common Stock were issuable in respect as set forth on Section 2.2 of outstanding RSU Awards the Company Disclosure Schedule (assuming “Company Warrants”). Section 2.2 of the Company Disclosure Schedule sets forth a target level complete and accurate list of performance under performance(i) all stockholders of the Company, indicating the number and class of Company Stock held by each stockholder, (ii) all stock option plans and other stock or equity-based awards and full vesting related plans of time-based awardsthe Company (“Company Equity Plans”) and Restricted the number of shares of Company Common Stock Awards remaining available for future awards thereunder, (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Dateiii) all outstanding Company Options and Company Warrants, the Company had no Shares reserved for issuance, except for indicating (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Awardthereof, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalseach Company Option and Company Warrant, the achievement of target performance goals) and (C) the date on Company Equity Plan under which such RSU Award each Company Option was grantedissued, (yD) with respect to the exercise price, date of grant, vesting schedule and expiration date for each Company OptionOption or Company Warrant, and (E) any terms regarding the acceleration of vesting, and (iv) all outstanding debt convertible into Company Stock, indicating (A) the name and holder date of such Company Optionissue, (B) the holder thereof, (C) the unpaid principal amount thereof, (D) the interest rate thereon, (E) the accrued and unpaid interest thereon, (F) the number and class of Company Stock into which such debt is convertible, and (G) the conversion price thereof. All of the issued and outstanding shares of Company Common Stock underlying such and Company OptionPreferred Stock are, and all shares of Company Common Stock that may be issued upon exercise of Company Options or Company Warrants or conversion of convertible debt will be (Cupon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and, effective as of the Effective Time, free of all preemptive rights, and have been or will be issued in accordance with applicable laws, including but not limited to, the Securities Act. Other than the Company Options and Company Warrants and convertible debt listed in Section 2.2 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, securities, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of Company Stock or pursuant to which any outstanding Company Stock is subject to vesting. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Other than as listed in Section 2.2 of the Company Disclosure Schedule, immediately prior to the Closing Date there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the type Company. To the knowledge of the Company, immediately prior to the Closing Date there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (incentive including without limitation voting trusts or nonqualifiedproxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and (D) the exercise price per share, andoutstanding shares of Company Common Stock were issued in compliance in all material respects with applicable securities laws.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 Company Shares and 1,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 928, 2023 2022 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 45,097,340 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, outstanding and (iii) no shares 3,327,821 Company Shares were held by the Company in its treasury. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of the purchase rights under the Company ESPP, the exercise of Company Common Stock were held Options or the settlement of Company RSU Awards or Company PSU Awards outstanding as of the Capitalization Date in treasuryaccordance with their terms. All of the outstanding Company Shares, (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) are free of any preemptive rights or any similar right created by applicable Law, the organizational documents of the Company or any agreement to which the Company is a party or otherwise bound. (b) As of the close of business on the Specified Capitalization Date, (i) 2,000 shares of 576,703 Company Common Stock Shares were issuable with respect subject to outstanding issuance pursuant to Company Options with a weighted average exercise price of $6.98 per share of granted and outstanding under the Company Common StockStock Plan, and (ii) 598,054 shares of 268,298 Company Common Stock Shares were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses granted and outstanding under the Company Stock Plan, (iiii) 232,608 and 348,036 Company Shares were subject to issuance pursuant to Company PSU Awards granted and outstanding under the Company Stock Plan (iiassuming each of target and maximum achievement of all performance goals), (Biv) an additional 424,513 2,562,504 Company Shares were reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to future issuance under the Company Stock Plans Plan and (Cv) 1,080,574 4,631 Company Shares reserved for issuance pursuant could be acquired with accumulated payroll deductions under the Company ESPP (assuming that the market price of a Company Share is equal to the Company Stock Purchase PlanOffer Price). Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Awarddate hereof, of (A) the name and of each holder of such RSU AwardCompany Equity Awards, (B) the number of shares of Company Common Stock underlying such RSU Shares subject to each outstanding Company Equity Award (assuming, with respect to any RSU Award that is subject to vesting based on if applicable, the target and maximum achievement of performance goals, the achievement of target all performance goals) held by such holder, the grant or issuance date of each such Company Equity Award, the exercise price, whether each Company Option is intended to be an “incentive stock option” (as defined in Section 422 of the Code) and the expiration date of each Company Option (Cthe “Company Equity Award Schedule”). The Company shall provide Parent with an updated Company Equity Award Schedule within three (3) Business Days prior to the anticipated Closing to reflect any changes occurring between the Capitalization Date and the applicable date on which such RSU Award was granted, (y) with of delivery. With respect to each Company Option, the per share exercise price was equal to the fair market value (within the meaning of Section 409A of the Code) of a Company Share on the date of grant and each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Equity Award and the Company ESPP may by its terms be treated at the Effective Time as set forth in Section 3.7. (Ac) Except for the name and holder Company Equity Awards set forth in Section 4.2(b) above, there are on the date hereof no outstanding (i) securities of such the Company Optionor any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bii) options, warrants, rights or other agreements or commitments requiring the number Company to issue, or other obligations of shares of the Company Common Stock underlying such to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable for or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), capital stock or voting securities or other ownership interests in the Company Option(or, in each case, the economic equivalent thereof), (Ciii) obligations requiring the type Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (incentive or nonqualifiedthe items in clauses (i), (ii) and (Diii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (iv) obligations by the exercise Company or any of its Subsidiaries to make any payments based on the price per shareor value of the Company Shares. (d) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, andredeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities Laws, including the Securities Act and “blue sky” Laws. (e) The Company or another of its Subsidiaries is the record and beneficial owner of all of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), which shares (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) are free of any preemptive rights or any similar right created by applicable Law, the organizational documents of any applicable Subsidiary or any agreement to which the Company or any Subsidiary is a party or otherwise bound, and there are no irrevocable proxies with respect to any such shares. As of the date hereof, with respect to each Subsidiary of the Company, there are no securities, options, warrants, rights or other agreements or commitments or obligations, in each case, of the type described in clauses (i), (ii) and (iii) of the definition of Company Securities, with respect to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (together with the shares of capital stock of the Subsidiaries of the Company, the “Subsidiary Securities”). (f) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, 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 Company Stockholders on any matter. (g) No Company Shares (or other equity or ownership interests, including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) are held by any Subsidiary of the Company.

Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of 50,000,000 shares of NIS 18,000,000 divided into 90,000,000 Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares, nominal value NIS 0.20 per share. As of the close of business on October 9January 24, 2023 2020 (the “Specified Company Capitalization Date”), ): (i) 19,353,641 shares of (A) 55,493,258 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which (B) no Company Shares were duly authorized, validly issued, fully paid and nonassessableheld by the Company in its treasury (dormant shares), and free (C) no Company Shares were held by Subsidiaries of preemptive rights, the Company; and (ii) no shares 3,168,979 Company Shares were subject to outstanding Company Options (assuming, in the case of preferred stock Company Options that are subject to the attainment of performance goals, that applicable performance goals are attained at maximum levels). Since the Company were Capitalization Date and to the date hereof, the Company has not issued and outstanding, and (iii) no shares any Company Shares other than pursuant to the exercise of Company Common Stock were held in treasuryOptions. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.4(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the close of business on the Specified Company Capitalization Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement Company Options outstanding as of performance goals, the achievement of target performance goals) and such date: (Ci) the date on which such RSU Award was granted, (y) with respect number of Company Shares subject to each Company Option, of ; (Aii) the name and state of residence of the holder of such each Company Option, ; (Biii) the number grant date and expiration date of shares of Company Common Stock underlying such each Company Option, ; (C) the type (incentive or nonqualified) and (Div) the exercise price per sharefor each Company Option; (v) the vesting schedule; (vi) a description of any vesting acceleration provisions applicable to such Company Option; (vii) the Company Plan under which such Company Option was granted; (viii) the Tax route under which such Company Option was granted and is currently intended to qualify; and (ix) for Company 102 Options, the date of deposit of such award with the 102 Trustee, as well as the date of deposit of the applicable corporate approval and the date of deposit of the respective award agreement with the 102 Trustee (in the case of clauses (i) through (ix) on an award-by-award basis). No outstanding Company Options were granted outside of the Company Plans and there are no outstanding Company Restricted Shares. As of the Company Capitalization Date, 77,888 Company Shares were reserved for future issuance pursuant to equity-based awards not yet granted under the Company Plans and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, except as set forth in Section 3.4(b) of the Company Disclosure Letter or as permitted by Section 5.2(b). (c) All outstanding Company Shares have been duly authorized and validly issued in compliance in all material respects with all Applicable Law, and are fully paid and nonassessable and free of any preemptive rights. All Company Options have been duly authorized and validly issued in compliance in all material respects with all Applicable Law and the Company Plans and all Company Options have been properly accounted for in accordance with U.S. GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Company SEC Reports. (d) Except (1) as set forth in Section 3.4(d) of the Company Disclosure Letter, and (2) changes since the Company Capitalization Date resulting from the issuance of Company Shares pursuant to the Company Options set forth in Section 3.4(b) of the Company Disclosure Letter or as expressly permitted by Section 5.2, there are (i) other than as set forth in Section 3.4(a), no outstanding shares of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company convertible into or exchangeable for share capital of, or other equity or voting interest in, the Company; (iii) no outstanding options, stock appreciation rights, warrants, restricted share units, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for share capital of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any share capital of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company, 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 the Company Securities. There are no outstanding Contracts of any kind, which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except for the Voting Agreement and the Charter Documents or as set forth in Section 3.4(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any Contracts restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any securities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 300,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Companystock, par value $0.00001 per share (“Company Preferred Stock”). As of the close of business on October 9June 15, 2023 2015 (the “Specified Company Capitalization Date”), (ii)(A) 19,353,641 25,938,955 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsoutstanding (including any Company Restricted Share Awards), (ii) no shares of preferred stock of the Company were issued and outstanding, and (iiiB) no shares of Company Common Stock were held in treasury. treasury and (bC) As no shares of Company Common Stock were held by the close of business on the Specified DateCompany Subsidiaries, (iii) 2,000 5,499,681 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans, of which amount 4,362,635 shares of Company Common Stock are issuable upon the exercise of outstanding Company Stock Options, (iii) 99,357 shares of Company Common Stock were issuable with respect to upon the settlement of outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockRSU Award, and (iiiv) 598,054 no shares of Company Preferred Stock were issued or outstanding. 681,844 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved authorized for issuance pursuant to the Company ESPP. All the outstanding shares of Company Common Stock Purchase Planare, and all shares of Company Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. Section 3.02(b3.2(a) of the Company Disclosure Letter sets forth a true an accurate and complete list, list of all Company Equity Awards outstanding as of the close of business on the Specified Company Capitalization Date, specifying, on a holder-by-holder basis, (x) with respect to each RSU Award, of (Ai) the name and holder of such RSU Awardeach holder, (Bii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalseach such Company Equity Award, the achievement of target performance goals) and (Ciii) the grant date on which of each such RSU Award was grantedCompany Equity Award, (y) with respect to each Company Option, of (Aiv) the name and holder year of vesting of each such Company Option, (B) Equity Award or the number of exercisable and unexercisable options underlying such Company Equity Award, in either case, to the extent applicable, and (v) the exercise price for each such Company Equity Award, to the extent applicable. (b) Except as set forth in Section 3.2(a) above, as of the date of this Agreement: (i) the Company does not have any shares of capital stock issued or outstanding other than the shares of Company Common Stock underlying 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) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of the Company Subsidiaries is a party or otherwise obligating the Company or any of the Company Subsidiaries to (A) issue, transfer or sell any shares in the capital or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company Optionor a wholly owned Subsidiary of the Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) the type (incentive redeem or nonqualified) and otherwise acquire any such shares in its capital or other equity interests; (D) provide a material amount of funds to, or make any material investment (in the exercise price per shareform of a loan, andcapital contribution or otherwise) 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. Between the Company Capitalization Date and 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) With respect to each grant of Company Equity Awards, each such grant was made in accordance with the terms of the applicable Company Equity Plan, the Exchange Act and all other applicable Laws, in each case, in all material respects, including the rules of the NASDAQ. (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 which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any Company Subsidiary on any matter. (e) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock or other equity interest of the Company or any Company Subsidiary. (f) Each Company Subsidiary and its jurisdiction of organization is identified in Section 3.2(f) of the Company Disclosure Letter. The Company or a Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Company Subsidiary, free and clear of any preemptive rights and any Liens other than Company Permitted Liens, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except for equity interests in the Company Subsidiaries, neither the Company nor any of the Company Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for or measured by reference to, any equity interest in any person). Neither the Company nor any of the Company Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Company two hundred million (200,000,000) Common Stock and 5,000,000 shares of preferred stock of the CompanyShares. As of At the close of business on October 9May 20, 2023 (the “Specified Date”)2015, (i) 19,353,641 shares of Company 138,842,945 Common Stock (including Company Restricted Stock) Shares were issued and 96,885,085 Common Shares were outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of 41,957,860 Common Shares were held in treasury by the Company were issued and outstanding, and (iii) 1,663,682 Common Shares were reserved for issuance in respect of outstanding grants of Options, Performance Restricted Stock Units and Restricted Stock Rights pursuant to the Company’s stock plans listed on Section 5.3(a) of the Company Disclosure Letter. Except as set forth above, at the close of business on May 20, 2015, no shares of Company Common Stock Shares were held in treasuryissued, reserved for issuance or outstanding. All issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. (b) As There are no preemptive or similar rights granted by the Company or any Company Subsidiary on the part of any holders of any class of securities of the close Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of business which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Company Subsidiary on the Specified Date, any matter (i) 2,000 shares of “Voting Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awardsDebt”). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described Except as set forth in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b5.3(b) of the Company Disclosure Letter sets forth a true and complete listLetter, there are not, as of the close date hereof, any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of business on any kind to which the Specified DateCompany or any of the Company Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of the Company Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any Voting Company Debt or (xii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, right, security, unit, commitment, contract, arrangement or undertaking. As of the date hereof, there are not any outstanding contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of the Company Subsidiaries. There are no proxies, voting trusts or other agreements or understandings to which the Company or any of the Company Subsidiaries is a party or is bound with respect to each RSU Awardthe voting of the capital stock of, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsor other equity interests in, the achievement Company or any of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 175,000 shares of preferred stock of (the Company“Company Preferred Stock”). As of At the close of business on October 922, 2023 (the “Specified Date”)2015, (ia) 19,353,641 79,354,828 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) Company RSUs with respect to an aggregate of 59,769 shares of Company Common Stock were issued and outstanding (including shares of Company Common Stock issuable in respect of dividends declared through such date), and (d) Company Performance Share Awards with respect to an aggregate of 500,478 shares of Company Common Stock based on achievement of applicable performance criteria at target level were issued and outstanding. From October 22, 2015 through the date of this Agreement, the Company has not issued any shares of Company Common Stock, shares of Company Preferred Stock, Company RSUs, Company Performance Share Awards or any other Equity Securities. (b) All outstanding shares of Company Common Stock are, and all shares of which were Company Common Stock that may be issued upon the settlement of Company RSUs and Company Performance Share Awards will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, or issued in violation of, any preemptive right. Except as set forth in (x) Section 3.2(b) of the Company Disclosure Schedule, (y) in Section 3.2(a), or (z) pursuant to the terms of this Agreement, as of the date hereof, there are not issued, reserved for issuance or outstanding, and free there are not any outstanding obligations of preemptive rightsthe Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (iii) no shares of preferred any capital stock of the Company were issued and outstanding, and (iii) no or any Subsidiary of the Company or any securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company Common Stock were held in treasury. (b) As or any Subsidiary of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and or (ii) 598,054 shares of any warrants, calls, options or other rights to acquire from the Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As or any Subsidiary of the close Company, or any other obligation of business on the Specified DateCompany or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company had no Shares reserved for issuance, except for or any Subsidiary of the Company (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in foregoing clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Optionscollectively, Restricted Stock Awards and RSU Awards “Equity Securities”). Except pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to Plan, there are not any outstanding obligations of the Company Stock Purchase Planor any Subsidiary of the Company to repurchase, redeem or otherwise acquire any Equity Securities. There is no outstanding Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (c) Section 3.02(b3.2(c) of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as accurate list of the close of business on the Specified Date, (x) following information with respect to each Company RSU Award, and each Company Performance Share Award outstanding as of the date of this Agreement: (Ai) the name and of the holder of such each Company RSU or Company Performance Share Award, ; (Bii) the number of shares of Company Common Stock underlying subject to each such Company RSU Award (assumingor Company Performance Share Award, with respect to any RSU Award that is the number of such shares subject to vesting based on Company Performance Share Awards listed at both target and maximum levels; (iii) the achievement grant date of performance goals, the achievement of target performance goals) each such Company RSU or Company Performance Share Award and (Civ) the date on Company Stock Plan pursuant to which each such Company RSU or Company Performance Share Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Company Common Stock and 5,000,000 Class A Stock, 9,000,000 shares of Class B Stock, and 1,000,000 shares of Series A convertible preferred stock of stock, par value $1.00 per share (the Company“Company Preferred Stock“). As of the close of business on October 9June 5, 2023 2012 (the “Specified Capitalization Date”“), (i) 19,353,641 10,464,627 shares of Company Common Class A Stock (including Company Restricted Stock) were issued and outstanding, all (ii) 6,209,477 shares of which Class A Stock were held in treasury by the Company, (iii) 7,890,497 shares of Class B Stock were issued and outstanding, and (iv) no shares of Class B Stock were held in treasury by the Company. As of the date of this Agreement, no shares of Company Preferred Stock were issued and outstanding. All issued and outstanding equity securities of the Company are duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth contains a true and complete listschedule, as of the close of business on the Specified Capitalization Date, setting forth (xas applicable) with the number of, exercise or reference price, vesting date (or dates) and expiration date (or delivery date) of each outstanding equity award in respect of Company Stock. With respect to each RSU Award, of (A) the name and holder of such RSU AwardStock Option, (Bi) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the Board of Directors, or a committee thereof, or a duly authorized delegate thereof, and any required approval by the stockholders of the Company by the necessary number of shares of Company Common Stock underlying votes or written consents, and the award agreement governing such RSU Award (assuminggrant, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsif any, the achievement of target performance goals) was duly executed and (C) delivered by each party thereto within a reasonable time following the date on which such RSU Award Stock Option was grantedgranted (the “Grant Date“), (yii) each such grant was made in accordance with the terms of the applicable plan pursuant to which the grant was effectuated, the Exchange Act and all other applicable Laws, including the rules of NYSE, (iii) the per share exercise price of each Stock Option was not less than the fair market value of a share of the applicable Company Stock on the applicable Grant Date, (iv) 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 and disclosed in accordance with the Exchange Act and all other applicable Laws, and (v) no modifications have been made to any such grants after the Grant Date. (c) There are no preemptive or similar rights on the part of any holder of any class of securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations 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 stockholders of the Company or any of its Subsidiaries on any matter submitted to stockholders or a separate class of holders of capital stock. As of the date of this Agreement, there are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind relating to issued or unissued capital stock or other securities of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries, any additional shares of capital stock of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any of its Subsidiaries, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking 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, or other equity interests in, the Company or any of its Subsidiaries. (d) Except for this Agreement and the Voting Agreement, there are no voting trusts, proxies or other agreements or understandings to which the Company is a party or is bound with respect to each the voting, dividends or disposition of capital stock of the Company. (e) Section 3.02(e) of the Company OptionDisclosure Letter sets forth, as of (A) the date of this Agreement, the name and holder jurisdiction of organization of each Subsidiary of the Company and sets forth a complete and accurate list of all outstanding securities of each Subsidiary and the registered and beneficial owner thereof. All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (except for directors’ qualifying shares or the like) are owned directly or indirectly, beneficially and of record, by the Company free and clear of all Liens, pledges, security interests and transfer restrictions, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act“), and the rules and regulations promulgated thereunder, or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such Company Option, (B) the number of shares of capital stock or other equity or voting interests). Each outstanding share of capital stock of each Subsidiary of the Company Common Stock underlying such that is held, directly or indirectly, by the Company Optionis duly authorized, (C) validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the type (incentive issuance, acquisition, redemption, repurchase or nonqualified) and (D) sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the exercise Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. None of the Subsidiaries has any outstanding equity compensation plans or policies relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries has any obligation to make any payments based on the price per shareor value of any securities of any Subsidiary of the Company or dividends paid thereon or revenues, andearnings or financial performance or any similar attribute of any Subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 100,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 (the “Specified Date”)par value $0.001 per share, (i) 19,353,641 shares of “Company Common Stock (including Company Restricted Preferred Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards”). As of the close of business on March 27, 2015 (the Specified “Capitalization Date, the Company had no Shares reserved for issuance, except for ”): (A) 20,874,966 shares of Company Common Stock were issued and outstanding; (B) no shares of Company Preferred Stock were issued or outstanding; (C) 96,712 shares of Company Common Stock were held by the Company in its treasury; (D) there were outstanding Company Options to purchase 3,108,274 shares reserved for of Company Common Stock; (E) 386,570 shares of Company Common Stock were subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses RSUs (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to which includes the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the maximum number of shares of Company Common Stock underlying such RSU Award (assuming, deliverable under Company RSUs with respect to any RSU Award that is subject to vesting based on the achievement of upon performance goals, the achievement of target performance goalscriteria); (F) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of 1,004,247 shares of Company Common Stock underlying such were reserved for future issuance under the Stock Plans. Such issued and outstanding shares of Company OptionCommon Stock have been, 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 accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Stock Plans. The Stock Plans are the only plans or programs the Company or any Company Subsidiaries has maintained under which stock options, restricted shares, restricted share units, performance shares or other compensatory equity or equity-based awards have been granted and remain outstanding or may be granted. There are no outstanding contractual obligations of the Company of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to any Company securities or securities of any wholly-owned Company Subsidiary. (b) Except as set forth in Section 3.2(a), (Ci) as of Capitalization Date, no shares of capital stock or other voting securities of the type Company are issued, reserved for issuance or outstanding, (incentive ii) there is no stockholder rights plan (or nonqualifiedsimilar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, and (Diii) there are no outstanding securities, options, bonds, debentures, notes, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (whether or not currently exercisable) to which the exercise price per shareCompany or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries to issue, anddeliver 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 the Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. The Company beneficially owns the Settlement Shares and Clal does not have the right to tender any of the Settlement Shares in the Offer (and Purchaser shall not be required to accept for payment and pay for any of the Settlement Shares in connection with the Offer).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 2,500,000 shares of preferred stock undesignated stock, no par value per share, of the CompanyCompany (“Undesignated Stock”). As of At the close of business on October 98, 2023 (the “Specified Date”)2010, (i) 19,353,641 11,133,221 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all outstanding (of which 148,676 Shares were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightssubject to RSAs credited to participants under their accounts under the Company Stock Plans), (ii) no 478,728.77 shares of preferred stock of Company Common Stock were reserved for future issuance under the Company Stock Plans (of which 463,287 shares of Company Common Stock were issued subject to outstanding Options granted under the Company Stock Plans and outstanding13,441.77 Shares were subject to DSAs credited to participants under their accounts under the Company Stock Plans), and (iii) no shares of Company Common Undesignated Stock were held issued or outstanding. All Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. Since October 8, 2010, the Company has not issued any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, other than pursuant to Options, RSAs and DSAs referred to above that are outstanding as of the date of this Agreement and are set forth in treasurySection 3.2(a) of the Company Disclosure Schedule (together with the applicable exercise prices relating thereto as of the date of this Agreement and, to the extent permitted to comply with applicable Plan requirements and consistent with past practice, estimated adjusted exercise prices after giving effect to the payment of the Contingent Dividend) or that are hereafter issued without violation of Section 5.1 hereof. (b) As Exhibit 21 to the Latest 10-K sets forth a true, correct and complete list of all Subsidiaries of the close Company. All the outstanding shares of business on capital stock of, or other equity interests in, each Subsidiary of the Specified DateCompany have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, and are owned directly or indirectly by the Company free and clear of Liens. Other than the Subsidiaries of the Company set forth in Exhibit 21 to the Latest 10-K, (i) 2,000 shares of the Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockdoes not have any Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person, and (ii) 598,054 the Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person. (c) Except as described in Section 3.2(a), there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) capital stock of the Company Disclosure Letter sets forth a true and complete list, as or any of its Subsidiaries or any securities or debt convertible into or exchangeable for capital stock of the close Company or any of business on its Subsidiaries or obligating the Specified DateCompany or any of its Subsidiaries to grant, (x) with respect to each RSU Awardextend or enter into any such option, of (A) the name and holder of such RSU Awardwarrant, (B) the number of shares of Company Common Stock underlying such RSU Award (assumingcall, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsright, the achievement of target performance goals) and (C) the date on which such RSU Award was grantedcommitment, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive conversion privilege or nonqualified) and (D) the exercise price per share, andpreemptive or other right or agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock Shares and 5,000,000 1,000,000 shares of preferred stock of the Companystock. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (ia) 19,353,641 shares of 14,484,976 Company Common Stock (including Company Restricted Stock) were issued and outstandingShares, all of which were duly authorized, are validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, are issued and outstanding, (iib) Company Common Shares are held in the treasury of the Company, (c) 1,985,033 Company Stock Options are outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one Company Common Share, and 1,651,227 Company Common Shares are authorized and reserved for future issuance pursuant to the exercise of such Company Stock Options, (d) 13,345 Company Warrants are outstanding, each such Company Warrant entitling the holder thereof to purchase one Company Common Share, and 13,345 Company Common Shares are authorized and reserved for future issuance pursuant to the exercise of such Company Warrants and (e) no shares of preferred stock of the Company were are issued and outstanding, and (iii) no shares of . All Company Common Stock were held in treasury. (b) As Warrants will be terminated as a result of the close of business on Merger in accordance with the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant terms thereof if not exercised prior to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanEffective Time. Section 3.02(b) Schedule 4.3 of the Company Disclosure Letter sets forth a true and complete listlist of the Company Stock Options outstanding as of the date of this Agreement with the exercise prices and periods of exercisability. Except as set forth above, as of the close date of business this Agreement, there are no Company Stock Rights. All shares of capital stock subject to issuance as aforesaid, upon issuance on the Specified Dateterms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Common Shares or to pay any dividend or make any other distribution in respect thereof or to provide financing to, or make any investment (xin the form of a loan, capital contribution or otherwise) in, any Person. As of the date hereof, except for the Stockholders Agreements, there are no voting trusts or other agreements or understandings to which the Company is a party with respect to each RSU Award, the voting of (A) stock of the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock As of the date hereof, (i) 60,764,711 Company consists Ordinary Shares are issued and outstanding, (ii) 182,977,473 Company Preference Shares are issued and outstanding, of 50,000,000 which 10,118,760 shares are designated as Company Series A Preferred Shares, 60,549,235shares are designated as Company Series B Preferred Shares, 54,675,890 shares are designated as Company Series C Preferred Shares, 57,633,588 Company Series D Preferred Shares have been subscribed for, and are being registered with, the Finnish Trade Register, (iii) 39,359,180 Company Ordinary Shares are underlying outstanding Company Equity Awards, of which 28,920,733 Company Common Stock Ordinary Shares are underlying Company Equity Awards that are vested as of such date and 5,000,000 shares 10,438,447 Company Ordinary Shares are underlying outstanding Company Equity Awards that are not vested as of preferred stock of such date, (iv) 8,772,535 Company C Preferred Shares are subject to be issued upon exercise of, or underlying outstanding, Company Warrants, and (v) 835,185 Company B Preferred Shares are subject to be issued pursuant to the CompanyKreos Warrants. As of the close date of business on October 9this Agreement, 2023 (the “Specified Date”), except for (i) 19,353,641 shares exercised Company Equity Awards where the issuance of Company Common Stock Ordinary Shares is pending either approval by the Company Board or registration at the Finnish Trade Register, and (including ii) exercised Company Restricted Stock) were Warrants where the issuance of Company Preference Shares is pending either approval by the Company Board or registration at the Finnish Trade Register, all issued and outstanding, all of which were outstanding Company Shares are duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock are registered on the books of the Company were in the name of the record holders set forth on Section 3.3(a) of the Company Disclosure Letter. All shares that may be issued upon the settlement of outstanding equity awards or Company Equity Awards, Company Warrants or Kreos Warrants will be, when issued, paid for and registered with the Finnish Trade Register, duly authorized, validly issued and outstanding, and (iii) no shares of Company Common Stock were held in treasuryfully paid. (b) As All Company Shares are registered with the Finnish Trade Register and represent 100% of the close issued and registered share capital of business the Company. No share certificates have been issued with respect to the Company Shares. With respect to the Company Shares, Section 3.3(b) of the Company Disclosure Letter sets forth a true, complete and accurate copy of the shareholder register of the Company referred to in the Finnish Companies Act as of the date of this Agreement (including information on the Specified address and country of residence of each shareholder as required by the Finnish Companies Act) and such shareholders’ register correctly reflects information received by the Company from its shareholders regarding the country of residence of the shareholders. With respect to each Company Equity Award, Company Warrant, and Kreos Warrants, Section 3.3(b) of the Company Disclosure Letter sets forth a true, complete and accurate list as of the date of this Agreement of the name of the holder of each Company Equity Award, Company Warrant, or Kreos Warrants (including information on the country of residence of each such holder), the Company Shares (number and class) to which such Company Equity Award, Company Warrant, or Kreos Warrants entitles the holder, and the grant date, vesting schedule and exercise price, if applicable, with respect to each Company Equity Award, Company Warrant, or Kreos Warrants and the number of vested and unvested instruments. With respect to the capitalization of the Company, Section 3.3(b) of the Company Disclosure Letter sets forth a true, complete and accurate description of the holding of all Equity Interests in the Company (by holder, class, and vested and unvested interests, and on a non-fully and fully diluted basis). Updates as of the Closing Date of the above-mentioned register, list and description which the Company shall provide to APHC and Irish Holdco on or prior to the Closing, set forth true, complete and accurate information on such items as of the Closing Date. Except as set forth in Section 3.3(a), there are no Equity Interests of any kind of the Company authorized or outstanding. The shareholder register and the list of the holders of the Company Equity Awards, Company Warrants, and Kreos Warrants included in the Company Disclosure Letter correctly reflect information received by the Company from its shareholders and holders of the Company Equity Awards, Company Warrants, and Kreos Warrants regarding the country of residence. The Company has fewer than a total of 150 shareholders and holders of Company Equity Awards, Company Warrants, and Kreos Warrants in any one EU member state who are non-qualified investors as provided in the EU Prospectus Regulation. (c) Except as set forth on Section 3.3(c) of the Company Disclosure Letter: (i) 2,000 shares there are no outstanding or authorized options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights or other similar rights to which the Company is a party or which are binding upon the Company providing for the offer, issuance, redemption, exchange, conversion, voting, transfer, disposition or acquisition of any of the Equity Interests of the Company Common Stock were issuable or its Subsidiaries, including Company Shares; (ii) the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests, including the Company Shares; (iii) the Company is not a party to any voting trust, proxy or other agreement or understanding with respect to outstanding the voting, sale or transfer of any of its Equity Interests, including the Company Options with a weighted average exercise price Shares; (iv) other than statutory rights provided under the Finnish Companies Act and as provided under the Company SHA, there are no contractual equityholder preemptive or similar rights, rights of $6.98 per share first refusal, rights of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable first offer or registration rights in respect of Equity Interests of the Company or its Subsidiaries, including the Company Shares; (v) There are no outstanding RSU Awards (assuming a target level of or authorized Company Equity Awards, or other securities, whether actual or derivative, and whether structured as performance under shares, performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As units, market stock units, stock appreciation rights, restricted stock, restricted stock units, phantom units, deferred stock units or dividend equivalents, profit participation or similar rights or obligations of the close Company or its Subsidiaries; (vi) the Company has not violated in any material respect any applicable Laws, or to the Knowledge of business on the Specified DateCompany, any material preemptive or similar rights created by applicable Law (to the Knowledge of the Company as to Laws other than the Laws of Finland and the United States of America), Company Governing Documents or Contracts to which the Company or its Subsidiaries is a party, in connection with the offer, sale or issuance of any of Equity Interests of the Company or its Subsidiaries, including Company Shares; and (vii) other than pursuant to applicable Law, the Company had SHA and the EIB Loan, there are no Shares reserved for issuance, except for (A) contractual restrictions which prevent the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants payment of Company Options, Restricted Stock Awards and RSU Awards pursuant to dividends or distributions by the Company Stock Plans and or its Subsidiaries. (Cd) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.3(d) of the Company Disclosure Letter sets forth a true and complete list, list of all of the Company’s Subsidiaries as of the close date of business on this Agreement, together with their respective jurisdictions of organization, authorized capital stock, number of shares issued and outstanding and record ownership of such shares. Except as set forth in Section 3.3(d) of the Specified DateCompany Disclosure Letter, the Company does not have any Subsidiaries or own or hold, directly or indirectly, any equity or other security interest in any other Person. All of the issued and outstanding shares of capital stock of, or other equity or voting interests in, the Company’s Subsidiaries (xthe “Subsidiary Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. All of the Subsidiary Shares are owned, directly or indirectly, of record and beneficially by the Company, free and clear of all Liens (other than Permitted Liens). (e) Except for the Subsidiary Shares, there are no equity securities of any class of any of the Company’s Subsidiaries or any securities convertible into or exchangeable or exercisable for any such equity securities issued, reserved for issuance or outstanding. There are no outstanding or authorized options, warrants, convertible securities, subscriptions, call rights, redemption rights, repurchase rights or any other contractual rights, agreements, arrangements or commitments of any kind relating to the issued or unissued capital stock of any of the Company’s Subsidiaries or obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of, or any other interest in, any of the Company’s Subsidiaries. There are no outstanding or authorized stock appreciation rights, phantom stock, performance-based rights or profit participation or similar rights or obligations of any of the Company’s Subsidiaries. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to each RSU Award, the voting or sale or transfer of (A) any of the name and holder Subsidiary Shares or any other Equity Interests of such RSU Award, (B) any of the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany’s Subsidiaries.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 20,000,000 shares of Company Common Stock, $0.01 par value per share and 10,000,000 shares of preferred stock, $0.01 par value per share. As of October 31, 2008, there were 10,614,950 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company issued or outstanding and 416,303 shares of Company Common Stock held in the Company’s treasury. As of the date of this Agreement, there were issued and outstanding, and (iii) no shares of Company Common Stock were held reserved for issuance upon exercise of outstanding stock options or otherwise except for 1,540,000 shares of Company Common Stock reserved pursuant to the Company Option Plan and 1,661,538 shares of Company Common Stock reserved for issuance upon the conversion of the outstanding convertible Company Trust Preferred Securities. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except as referred to above or reflected in treasurySection 4.2(a) of the Company Disclosure Schedule, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company. As of the date of this Agreement, the names of the optionees or grantees of restricted stock, the grant date of each option to purchase Company Common Stock or restricted stock grant, the number of shares subject to each such option or grant, the restriction period of each restricted stock grant and the price at which each such option may be exercised under the Company Option Plans are set forth in Section 4.2(a) of the Company Disclosure Schedule. Each Company Option was granted with an exercise price of not less than fair market value of a share of Company Common Stock as of the date such Company Option was granted and there has been no backdating of any Company Option. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.2(b) of the Company Disclosure Letter Schedule sets forth a true and complete list, as correct list of all of the close Subsidiaries of business on the Specified DateCompany. Except for the Company Trust Preferred Securities and as set forth in Section 4.2(b) of the Company Disclosure Schedule, (x) with respect to the Company owns, directly or indirectly, all of the issued and outstanding shares of the capital stock or other equity interests of each RSU Award, of (A) the name and holder of such RSU AwardSubsidiaries, (B) free and clear of all liens, charges, encumbrances and security interests whatsoever, and all of such shares or 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 number ownership thereof. No Subsidiary of the Company, other than the Company Trusts, is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock underlying such RSU Award (assuming, with respect to capital stock or any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder other equity interest of such Company Option, (B) Subsidiary or any securities representing the number of right to purchase or otherwise receive any shares of Company Common Stock underlying capital stock or any other equity interest of such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock 900,000,000 Shares and 5,000,000 500,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 par value $0.01 per share (the “Specified DatePreferred Stock”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified DateBusiness Day immediately preceding the date hereof, 298,022,521 Shares were issued and outstanding, no shares of Preferred Stock were issued and outstanding and 794,656 Shares were held in the Company’s treasury. In addition, as of the end of the Business Day on August 11, 2011, there were outstanding Existing Stock Options to purchase an aggregate of 23,555,133 Shares, Existing Restricted Stock Awards with respect to an aggregate of 318,792 Shares, Existing RSU Awards with respect to an aggregate of 8,417,987 Shares, and Existing DSU Awards with respect to an aggregate of 37,670 Shares. Since such date, and prior to the date hereof, the Company had has not issued any Shares, has not granted any options, restricted stock, warrants or rights or entered into any other agreements or commitments that might require it to issue any Shares, or granted any other awards in respect of any Shares and has not split, combined or reclassified any of its shares of capital stock, other than Shares issuable upon exercise of the Existing Stock Options, upon the settlement of Existing Restricted Stock Awards, Existing RSU Awards or the Existing DSU Awards. All of the Shares outstanding have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. (b) Except for the Existing Stock Options, the Existing Restricted Stock Awards, the Existing RSU Awards and the Existing DSU Awards, there are on the date hereof no Shares reserved outstanding (i) securities of the Company convertible into or exchangeable for issuanceshares of capital stock or voting securities or ownership interests in the Company, except (ii) 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 equity ownership interests in (or securities convertible into or exchangeable for (Acapital stock or voting securities or other equity ownership interests in) the shares reserved for issuance pursuant Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the outstanding Company Options, Restricted Stock Awards and RSU Awards described (the items in clauses (i), (ii) and (iii) of this Section 3.02(b), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (iv) obligations (excluding Taxes and other fees) by the Company or any of its Subsidiaries to make any payments based on the market price or value of the Shares. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has outstanding obligations to purchase, redeem or otherwise acquire any Company Securities. (c) The Company or another of its Subsidiaries is the record and beneficial owner of all the outstanding shares of capital stock of each material Subsidiary of the Company (except for directors’ qualifying shares or the like), free and clear of any lien, mortgage, pledge, charge, irrevocable proxy, security interest or encumbrance of any kind (each, but excluding any license of Intellectual Property Rights (as defined below), a “Lien”), except where the failure to be so free and clear, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. There are no outstanding (i) 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, restricted stock, 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 securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (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 Subsidiary of the Company (the items in clauses (i), (Bii) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (Ciii) 1,080,574 Shares reserved for issuance pursuant of this Section 3.02(c), together with the capital stock of such Subsidiaries, being referred to the Company Stock Purchase Plan. Section 3.02(bcollectively as “Subsidiary Securities”) or (iv) obligations (excluding Taxes and other fees) of the Company Disclosure Letter sets forth a true and complete list, as or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the close Company. There are no outstanding obligations of business on the Specified DateCompany or any of its Subsidiaries to purchase, (x) redeem or otherwise acquire any outstanding Subsidiary Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to each RSU Award, the voting of (A) capital stock of any material Subsidiary of the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the Companystock, par value $0.001 per share (“Company Preferred Stock”). As of At the close of business on October 9May 14, 2023 2012 (the “Specified Capitalization Date”), (i) 19,353,641 84,579,658 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held by the Company in its treasury. (b) As of the close of business on the Specified Date, (iiii) 2,000 14,571,573 shares of Company Common Stock were issuable reserved for issuance pursuant to outstanding Options and Restricted Stock Units under the Company Stock Plans and (iv) no shares of Company Preferred Stock were issued or outstanding. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the Capitalization Date, (i) a list of all holders of Options under the Company Stock Plans, the date of grant, the expiration date, the number of shares of Company Common Stock subject to such Option, the price per share at which such Option may be exercised and the Company Stock Plan under which such Option was issued and (ii) a list of all holders of Restricted Stock Units, the date of grant, the number of Restricted Stock Units owned by each such holder, the vesting schedule thereof and the Company Stock Plan under which such Restricted Stock Unit was issued. Each Option and Restricted Stock Unit (A) was appropriately authorized by the Company Board (or an authorized committee thereof) and granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (B) with respect to outstanding Company Options with a weighted average each Option, each Option has an exercise price of $6.98 per share of Company Common StockStock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant and (C) has a grant date identical to the date on which the Company Board or a committee thereof actually awarded such Option. Other than those that have been corrected in accordance with applicable IRS guidance, and no Option or Restricted Stock Unit is or has ever been “nonqualified deferred compensation” subject to Section 409A of the Code. (c) Except as described in this Section 3.2 or in Section 3.2(b) of the Company Disclosure Letter, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) 598,054 no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities or dividends paid thereon or revenues, earnings or financial performance or any other attribute of the Company. There are no outstanding agreements of any kind (other than the Company Stock Plans) which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, or obligating the Company to grant, extend or enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. No direct or indirect Subsidiary of the Company owns any Company Common Stock. Other than as set forth in Section 3.2(c) of the Company Disclosure Letter, none of the Company or any Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement, rights agreement, “poison pill” anti-takeover plan or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Since the Capitalization Date, neither the Company nor any of its Subsidiaries has (1) issued any Company Securities or incurred any obligation to make any payments based on the price or value of any Company Securities or dividends paid thereon or revenues, earning or financial performance or any other attribute of the Company, other than pursuant to the Options or Restricted Stock Units referred to above that were issuable outstanding as of the Capitalization Date or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of its capital stock. (d) The Company Common Stock constitutes the only outstanding RSU Awards class of securities of the Company or its Subsidiaries registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (assuming a target level collectively, the “Exchange Act”). (e) Section 3.2(e) of performance the Company Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company. All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (except for directors’ qualifying shares or the like) are owned directly or indirectly, beneficially and of record, by the Company free and clear of all liens, pledges, security interests and transfer restrictions (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests), except for such transfer restrictions of general applicability as may be provided under performance-based awards the Securities Act of 1933, as amended, and full vesting the rules and regulations promulgated thereunder (collectively, the “Securities Act”) or other applicable securities Laws. Each outstanding share of time-based awardscapital stock of each Subsidiary of the Company, which is held, directly or indirectly, by the Company, is duly authorized, validly issued, fully paid, nonassessable (in each case, to the extent applicable) and Restricted Stock Awards free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. None of the Subsidiaries has any outstanding equity compensation plans or policies relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries has any obligation to make any payments based on the price or value of any securities of any Subsidiary of the Company or dividends paid thereon or revenues, earnings or financial performance or any other attribute of any Subsidiary of the Company. (assuming a target level of performance under performance-based awards). f) As of the close date of business on this Agreement, there was no outstanding Indebtedness of the Specified DateCompany or its Subsidiaries other than Indebtedness identified in Section 3.2(f) of the Company Disclosure Letter. For purposes of this Section 3.2(f) only, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant term “Indebtedness” shall include only those items referred to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, “Indebtedness” as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that term is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, anddefined in Section 8.12.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9February 29, 2023 2024 (the “Specified Capitalization Date”), the authorized capital stock of the Company consisted of (i) 19,353,641 60,000,000 shares of Company Common Stock Stock, of which 22,632,843 shares were issued and outstanding and no shares were held in the treasury of the Company and (including ii) 10,000,000 shares of the Company’s undesignated preferred stock, par value $0.0001 per share (“Company Restricted Preferred Stock) ”), of which no shares were issued and outstanding, all . There are no other classes of which were capital stock of the Company authorized or issued and outstanding. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and free no class of capital stock is entitled to preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the Capitalization Date, the Company has reserved 4,150,470 shares of Company Common Stock for issuance pursuant to the Company Equity Plan. As of the Capitalization Date, there were outstanding (i) Company Options to acquire 1,394,808 shares of Company Common Stock and (ii) Company Warrants to acquire 9,911,397 shares of Company Common Stock. Section 3.5(b) of the Company Disclosure Letter sets a true and complete list as of the Capitalization Date of the outstanding Company Options and Company Warrants, including, with respect to each Company Option and Company Warrant, the number of shares of Company Common Stock issuable thereunder or with respect thereto, the holder thereof and the exercise price (if any), and the Company has granted no other such awards since the Capitalization Date and prior to the date of this Agreement. (c) From the close of business on the Specified DateCapitalization Date through the date of this Agreement, (i) 2,000 there have been no issuances of shares of Company Common Stock, Company Preferred Stock or any other Equity Interests of the Company other than issuances of shares of Company Common Stock were issuable with respect pursuant to outstanding Company Options with a weighted average the exercise price of $6.98 per share of Company Common StockOptions, and (ii) 598,054 shares in each case, outstanding as of the Capitalization Date under the Company Common Stock were issuable Equity Plan. Except as set forth in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As this Section 3.5, as of the close of business on the Specified Date, Capitalization Date the Company had no Shares reserved for issuance, except for (A) has not granted any other Equity Interests or any other rights to a third party to acquire capital stock from the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanCompany. Section 3.02(b3.5(c) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Capitalization Date, (x) of each outstanding Company Option and, with respect to each RSU Award, of (A) the name and holder of such RSU AwardCompany Option, (Bi) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (ii) the vesting schedule thereof, including any accelerated vesting provisions, (iii) the status of the Company Option as an incentive stock option within the meaning of Section 422 of the Code, (iv) the name of the holder, (v) the date of grant, (vi) the expiration date and, (vii) the exercise price thereof. Not later than five (5) Business Days prior to the Effective Time, the Company shall update Section 3.5(c) of the Company Disclosure Letter as of the date of such update and provide such updated schedule to Parent. The Company has made available true and complete copies of the Company Equity Plan, all forms of award agreements thereunder and any agreement for any award under the Company Equity Plan that does not conform in all material respects to the form agreements under the Company Equity Plan. No Company Option has been granted with a per share exercise price that is less than the fair market value of a share of Company Common Stock on the date such Company Option was granted. Each Company Option was granted in accordance with the terms of the applicable Company Equity Plan and applicable Laws. The Company has the requisite power and authority, in accordance with the Company Equity Plan, the applicable award agreements and any other applicable Contract, to take the actions contemplated by Section 2.4. (d) As of the close of business on the Capitalization Date, no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote are issued or outstanding. (e) As of the date of this Agreement, (i) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (A) required by the terms of the Company Equity Plan, (B) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with awards under the number Company Equity Plan or otherwise, or (C) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement and set forth on Section 3.5(e) of the Company Disclosure Letter between the Company or any of its subsidiaries and any director or employee of the Company or any of its subsidiaries, (ii) there are no outstanding stock-appreciation rights, security-based performance units, restricted stock units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company is a party, in each case pursuant to which any Person is entitled to receive any payment from the Company based in whole or in part on the value of any capital stock of the Company (other than under the Company Equity Plan), and (iii) there are no outstanding obligations of the Company to accelerate the vesting of any Equity Interests of the Company under any provision of the Company Equity Plan or any Contract or other agreement evidencing any outstanding Company Option. (f) Except for the Company Voting Agreements, as of the date of this Agreement, there are no outstanding obligations of the Company (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or anti-dilutive rights with respect to any shares of Company Common Stock, Company Preferred Stock underlying such Company Option, (C) or other Equity Interests in the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 100,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock of stock, par value $0.01 per share (the Company“Preferred Stock”). As of the close of business on October 9date hereof, 2023 (the “Specified Date”), (i) 19,353,641 23,255,723 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, and (iii) no 4,381,632 shares of Company Common Stock and no Preferred Stock were held in the Company’s treasury. (b) As . In addition, as of such date, there were outstanding Options to purchase an aggregate of 4,797,774 shares of Common Stock and no Preferred Stock. Since such date, the Company has not issued any shares of Common Stock or Preferred Stock other than the issuance of Common Stock upon the exercise of Options outstanding on such date, has not granted any options, restricted stock, warrants or rights or entered into any other agreements or commitments to issue any shares of Common Stock or Preferred Stock, and has not split, combined or reclassified any of its shares of capital stock. All of the close outstanding shares of business on the Specified DateCompany’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for the Options, the Convertible Notes, the Purchased Call Option, the Warrants, the Rights and the Share Tracking Awards, there are no outstanding (i) 2,000 securities of the Company or any of its Material Subsidiaries convertible into or exchangeable for shares of capital stock or Voting Securities or ownership interests in the Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price or any of $6.98 per share of Company Common Stockits Material Subsidiaries, and (ii) 598,054 shares options, warrants, rights or other agreements or commitments to acquire from the Company or any of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As its Material Subsidiaries, or obligations of the close Company or any of business on the Specified Dateits Material Subsidiaries 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 had no Shares reserved for issuanceor any of its Material Subsidiaries, except for (Aiii) obligations of the shares reserved for issuance pursuant Company or any of its Material 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 the outstanding Company Options, Restricted Stock Awards and RSU Awards described or any of its Material Subsidiaries (the items in clauses (i), (ii) and (iiiii), (B) an additional 424,513 Shares reserved for additional grants of Company Optionstogether with the capital stock, Restricted Stock Awards Voting Securities and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) other ownership interests of the Company Disclosure Letter sets forth a true and complete listor each of its Material Subsidiaries, being referred to collectively as “Company Securities”) or (iv) obligations of the close Company or any of business its Subsidiaries to make any payments directly or indirectly based (in whole or in part) on the Specified Dateprice or value of the shares of Common Stock or Preferred Stock. Neither the Company nor any of its Subsidiaries has any outstanding stock appreciation rights, phantom stock, performance-based rights or similar rights or obligations, except for the Share Tracking Awards. Except for the Company’s obligation to repurchase shares of Common Stock from Toray Industries, Inc. (x) as disclosed in the Company SEC Reports), there are no outstanding obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or, to the knowledge of the Company, any other Person is a party with respect to each RSU Award, the voting of (A) capital stock of the name and Company. The Company or one or more of its Subsidiaries is the holder of such RSU Awardrecord and the Beneficial Owner of all the equity interests of each of the Material Subsidiaries, (B) the number free and clear of shares of Company Common Stock underlying such RSU Award (assumingany Lien, with respect to including any RSU Award that is subject to vesting based limitation or restriction on the achievement of performance goalsright to vote, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder pledge or sell or otherwise dispose of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andequity interests.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 shares 320 million Shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As which, as of the close of business on October 9November 1, 2023 2019 (the close of business on such date, the “Specified Measurement Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 126,900,005 Shares were issued and outstanding, and no Shares were held by the Company. From the Measurement Date through the date of this Agreement, there have been no issuances of any Shares other than issuances of Shares (i) pursuant to the exercise, vesting or settlement, as applicable, of any Company Equity Awards outstanding as of the Measurement Date in accordance with the terms of such Company Equity Awards or (ii) under the Company ESPP in accordance with its terms. No Subsidiary of the Company owns any shares or other securities of the Company. (b) All issued and outstanding Shares, and all of Shares that are subject to issuance, upon issuance in accordance with the terms and subject to the conditions specified in the instruments under which were they are issuable (i) are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, non-assessable and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)are not, or upon issuance will not be, subject to any preemptive rights. As All of the close of business on the Specified Date, the Company had no outstanding Shares reserved for issuance, except for (A) the shares reserved for issuance have been sold pursuant to an effective registration statement filed under the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses Securities Act or an appropriate exemption therefrom. (ic) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.3(c) of the Company Disclosure Letter sets forth a true and complete listlist as of the Measurement Date of the outstanding Company RSUs, Company PSUs, Company Stock Options and the number of the Shares reserved for issuance pursuant to the Company ESPP, including, with respect to each award of Company RSUs, Company PSUs, or Company Stock Options, (i) the number of the Shares subject thereto (assuming, in the case of Company PSUs, performance conditions associated with such Company PSUs were deemed to have been achieved at maximum performance levels), (ii) the holder thereof and country of residence (if outside the U.S.), (iii) the date of grant, (iv) the exercise price (if any), (v) the amount vested and outstanding and the amount unvested and outstanding as of October 1, 2019, and (vi) the Company Equity Plan pursuant to which the award was made. Each grant of a Company Stock Options was duly authorized no later than 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). The Company does not have any liability in respect of any Company Stock Option that was granted with a per share exercise price that was less than the fair market value of a Share on the applicable Company Option Grant Date, and the Company has not granted any Company Stock Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Equity Award was made in all material respects in accordance with (i) the terms of the applicable Company Equity Plan, (ii) all applicable securities Laws, including the Nasdaq Listing Rules, (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 2.3 and the treatment of Company Equity Awards described in Section 2.3, shall, as of the close of business Closing, be binding on the Specified holders of Company Equity Awards purported to be covered thereby. As of the Measurement Date, (x) other than with respect to Company Stock Options, Company RSUs, Company PSUs and the number of the Shares reserved for issuance pursuant to the Company ESPP, there were no other equity or equity-based awards outstanding, and the Company has granted no other such awards between the Measurement Date and the date of this Agreement. (d) As of the Measurement Date, there were 451,037 Shares reserved for issuance upon exercise of the Warrants, assuming the net exercise of the Warrants using a price per Share equal to $30.75. (e) Before giving effect to any “make-whole” adjustment as provided by the Indentures, the Conversion Rate (as defined in the 2020 Indenture) of the 2020 Notes is 33.3949 Shares per $1,000 aggregate principal amount of 2020 Notes, the Conversion Rate (as defined in the 2021 Indenture) of the 2021 Notes is 46.8165 Shares per $1,000 aggregate principal amount of 2021 Notes and the Exchange Rate (as defined in the 2023 Indenture) of the 2023 Notes is 29.9679 Shares per $1,000 aggregate principal amount of 2023 Notes. (f) From and after the date of entry into the Hedging Documentation through the date of this Agreement, no event or circumstance has occurred that has resulted in an adjustment, or that has resulted in any of the 2020 Dealers, 2021 Dealers or 2023 Dealers having the right to terminate, cancel or make any adjustment, to the terms of the Hedging Documentation or any transaction thereunder. The Company has not received any notice or indication that any of the 2020 Dealers, 2021 Dealers or 2023 Dealers believe that any event or circumstance has occurred that has resulted or will result in any of the 2020 Dealers, 2021 Dealers or 2023 Dealers having the right to terminate, cancel or make any adjustment to the terms of the Hedging Documentation or any transaction thereunder. (g) The Cash Make-Whole Premium (as defined in the Indentures) tables set forth in Section 14.03 of each RSU Awardof the Indentures are current as of the date of this Agreement, taking into account any adjustments that were required to have been made to such tables prior to the date of this Agreement. (h) Except as disclosed in this Section 3.3 or set forth in Section 3.3(h) of the Company Disclosure Letter, the Company has no outstanding (i) shares in the share capital, equity interests or other ownership or voting interests of the Company, (ii) securities convertible or exchangeable, directly or indirectly, into shares in the share capital, equity interests or other ownership or voting interests of the Company or any of its Subsidiaries, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind that obligate the Company or any of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares in the share capital, equity or other ownership or voting interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or interests, or that obligate the Company or any Subsidiary of the Company to grant, extend or enter into such options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (iv) or authorized equity or equity-based compensation awards, including any stock appreciation, phantom stock, profit participation, security-based performance units or other security rights issued by the Company or any of its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any of its Subsidiaries is a party, in each case pursuant to which any Person is entitled to receive any payment from the Company or any Subsidiary of the Company based in whole or in part on the value of any shares in the share capital, equity interests or other ownership or voting interests of the Company or any of its Subsidiaries, (v) bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which the Company’s shareholders may vote or shareholder agreements, voting trusts or similar agreements with any Person to which the Company or any of its Subsidiaries is a party, including any such agreements or trusts (A) restricting the name and holder transfer of such RSU Awardthe shares in the share capital, equity interests or other ownership or voting interests of the Company or any of its Subsidiaries or (B) affecting the number voting rights of shares in the share capital, equity interests or other ownership or voting interests of the Company Common Stock underlying such RSU Award (assuming, with respect to or any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) its Subsidiaries and (Cvi) obligations of the date on which such RSU Award was grantedCompany or any of its Subsidiaries to repurchase, (y) with respect redeem or otherwise acquire shares in the share capital, equity interests or other ownership or voting interests of the Company or any of its Subsidiaries, or any securities representing the right to each purchase or otherwise receive any shares in the share capital, equity interests or other ownership or voting interests of the Company Option, or any of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andits Subsidiaries.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists in its entirety of 50,000,000 (i) 28,000,000 shares of Company Common Stock, and (ii) 2,000,000 shares of preferred stock, without par value, none of which were issued and outstanding as of the date of this Agreement. As of October 16, 1998, (i) 6,837,400 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As the treasury of the close of business on the Specified DateCompany, and (iiii) 2,000 550,000 shares of Company Common Stock were issuable reserved for future issuance pursuant to employee stock options granted pursuant to the Company Option Plans (as defined in Section 5.7). Each of the outstanding shares of capital stock of the Company were issued in compliance with respect all applicable federal and state laws concerning the issuance of securities. Except as set forth on Section 4.2 of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Company Subsidiaries is owned beneficially and of record by the Company or a Company Subsidiary, free and clear of all Encumbrances. All of the outstanding shares of capital stock of the Company and each of the Company Subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable and are not subject to outstanding preemptive rights created by statute, their respective charter or bylaws or any agreement to which any such entity is a party or by which any such entity is bound. The Company Options with has heretofore delivered to Acquiror, correct and complete copies of the Company's Stock Option Plans, in each case as currently in effect. Except as set forth in this Section 4.2 or in Section 4.2 of the Company Disclosure Schedule, there are no options, warrants, puts, calls or other rights (including registration rights), agreements, arrangements or commitments of any character to which the Company or any Company Subsidiary is a weighted average exercise price party or by which any of $6.98 per share them is bound relating to the issued or unissued capital stock, or other interest in, of the Company Common Stockor any Company Subsidiary or obligating the Company or any Company Subsidiary to grant, and (ii) 598,054 issue, deliver or sell, or cause to be granted, issued, delivered or sold, any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary, by sale, lease, license or otherwise. All shares of Company Common Stock were issuable subject to issuance as aforesaid, upon issuance on the terms and conditions specified in respect the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and will not have been issued in violation of outstanding RSU Awards (assuming a target level or subject to any preemptive rights created by statute, the articles of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As incorporation or bylaws of the close of business on the Specified Date, Company or any agreement to which the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant is a party or to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to which the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planis bound. Except as set forth in this Section 3.02(b) 4.2, in Section 4.2 of the Company Disclosure Letter sets forth a true and complete listSchedule or in the Company Current Reports (as defined in Section 4.9), as there are no outstanding contractual obligations of the close of business on the Specified Date, Company or any Company Subsidiary to (x) with respect to each RSU Awardrepurchase, of (A) the name and holder of such RSU Award, (B) the number of redeem or otherwise acquire any shares of Company Common Stock underlying such RSU Award or any capital stock, or other interests in, of any Company Subsidiary or (assumingy) except for guarantees of obligations of, or loans to or capital contribution commitments, the Company Subsidiaries entered into in the ordinary course of business, provide funds to, make any investment in (in the form of a loan, capital contribution or otherwise) or provide any guarantee with respect to the obligations of, any RSU Award that Company Subsidiary or any other person. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is subject or may be entitled to vesting receive any of the revenues or earnings, or any payment based on thereon or calculated in accordance therewith, of the achievement Company or any Company Subsidiary. Each outstanding share of performance goalscapital stock, or other interest in, of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 4.2 of the Company Disclosure Schedule, each such share owned by the Company or another Company Subsidiary is owned free and clear of all Encumbrances. Except for the capital stock of the Company Subsidiaries and except for the ownership interests set forth in Section 4.2 of the Company Disclosure Schedule, the achievement Company does not own, directly or indirectly, any capital stock or other ownership interest in, or any interest convertible into or exchangeable or exercisable for capital stock of target performance goals) and (C) the date on which such RSU Award was grantedor other ownership interest in, (y) with respect any person. The Company is not aware of any voting trust, stockholder agreement or other similar arrangement relating to each Company Option, of (A) the name and holder of such Company Option, (B) the number of any shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andStock.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 60,000,000 shares of the common stock of the Company, par value $.01 per share (the “Company Common Stock Stock”) and 5,000,000 shares of preferred stock of stock, par value $.01 per share (the Company“Company Preferred Stock”). As of the close of business on October 9March 31, 2023 2005 (the “Specified DateCut-off Time”), (i) 19,353,641 41,535,088 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all and (ii) 5,832,715 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options. From the Cut-off Time to the date of this Agreement, no additional shares of Company Common Stock have been issued (other than pursuant to Company Options which were outstanding as of the Cut-off Time and are disclosed in Section 3.2(a) of the Company Disclosure Letter as contemplated below), no additional Company Options have been issued or granted, and there has been no increase in the number of shares of Company Common Stock issuable upon exercise of the Company Options from those issuable under such Company Options as of the Cut-off Time. As of the date of this Agreement, (i) 389,323 shares of Company Common Stock are held in the treasury of the Company, and (ii) there are no shares of Company Preferred Stock issued and outstanding or held in treasury. Except for the treasury shares described above in this Section 3.2, neither the Company nor any of its Subsidiaries directly or indirectly owns any shares of Company Common Stock. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstanding. All issued and outstanding shares of the Company’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of Company Options will be, when issued or granted in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for the Company Options and the Company Series A Preferred Stock purchase rights (iithe “Company Rights”) issued pursuant to the Rights Agreement, dated as of September 12, 1997, between the Company and American Stock Transfer & Trust Company, as amended to date (the “Company Rights Agreement”), there are no outstanding or authorized (x) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, stock appreciation rights, phantom equity or other claims or commitments of any character (including “rights plans” or “poison pills”) obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of preferred capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (y) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company were issued and outstandingor any of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, and or (iiiz) no shares voting trusts or similar agreements to which the Company or any of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable its Subsidiaries is a party with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As the voting of the close capital stock of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants or any of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planits Subsidiaries. Section 3.02(b3.2(a) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) following information with respect to each RSU Award, Company Option outstanding as of the Cut-off Time: (Ai) name of the name and holder of such RSU Award, holder; (Bii) the number of shares of Company Common Stock underlying issuable upon exercise thereof; (iii) exercise price; (iv) issue date; (v) termination date; and (vi) whether such RSU Award option contains any put, redemption or similar feature. At the Effective Time, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character by which the Company or any of its Subsidiaries will be bound calling for the purchase or issuance of any shares of the capital stock of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or any other such securities or agreements. No additional shares shall be issued and all necessary action has been take to render the Company Rights inapplicable to the Merger. (assumingi) All of the issued and outstanding shares of capital stock (or equivalent equity interests of entities other than corporations) of each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company free and clear of any Liens, other than statutory Liens for Taxes not yet due and payable and such other restrictions as may exist under applicable Law, and all such shares or other ownership interests have been duly authorized, validly issued and are fully paid and non-assessable and free of preemptive rights, with respect no personal liability attaching to any RSU Award that is subject to vesting based on the achievement of performance goalsownership thereof, the achievement of target performance goals) and (Cii) neither the date on which Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, except for (A) shares of capital stock or other securities of non-affiliates that (x) do not constitute more than a 5% interest in such RSU Award was granted, non-affiliates or (y) with respect to each Company Option, of have an aggregate value (Aper issuer) the name that does not exceed $100,000 and holder of such Company Option, (B) the number securities of shares the Subsidiaries of the Company. Neither the Company Common Stock underlying such nor any Subsidiary of the Company Optionis obligated to make any capital contribution to or other investment in any other Person. (c) No material indebtedness of the Company or any of its Subsidiaries contains any restriction upon (i) the prepayment of any indebtedness of the Company or any of its Subsidiaries, (Cii) the type incurrence of indebtedness by the Company or any of its Subsidiaries, or (incentive or nonqualified) and (Diii) the exercise price per share, andability of the Company or any of its Subsidiaries to grant any Lien on the properties or assets of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 35,000,000 shares of Company Common Stock and 5,000,000 1,666,667 shares of preferred stock Company Preferred Stock, 3,000 of which are designated as Series A Junior Participating Preferred Stock. At the close of business on June 1, 2015, (i) 27,802,976 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 138,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Options, and (iv) no shares of Company Preferred Stock were issued or outstanding. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Section 2.3 of the Company. As Company Disclosure Schedule sets forth a true, complete and correct list, as of the close of business on October 9June 1, 2023 (2015, of all Company Options, the “Specified Date”), (i) 19,353,641 number of shares of Company Common Stock subject thereto, the grant dates, expiration dates and the exercise or base prices. With respect to the Company Options, (i) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board, or a committee thereof, (ii) each such grant was made in accordance with the terms of the applicable Company Option Plan, the Exchange Act and all other applicable Law, (iii) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, and (iv) 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. (b) Except for the Company Restricted Options, there are on the date hereof no outstanding (i) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (ii) options, warrants, rights or other agreements or commitments requiring the Company to issue, or other 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 (or, in each case, the economic equivalent thereof), (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses ‎(i), ‎(ii) and ‎(iii), together with the capital stock of the Company, being referred to collectively as “Company Securities”), or (iv) obligations by the Company or any Company Subsidiary to make any payments based on the price or value of the shares of Company Common Stock. Other than pursuant to the Company Option Plan, there are no outstanding obligations of the Company or any Company Subsidiary to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable Securities Laws and any applicable U.S. state securities and “blue sky” laws. (c) were issued Except as set forth in Section ‎2.3(c) of the Company Disclosure Schedule, the Company or a Company Subsidiary is the record and outstanding, beneficial owner of all of the outstanding shares of capital stock (or other equity interests) of each Company Subsidiary, free and clear of any Lien, and there are no irrevocable proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any Company Subsidiary, or obligations of the Company or any Company Subsidiary 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) any Company Subsidiary, (iii) obligations of the Company or any Company Subsidiary 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 Company Subsidiary (the items in clauses ‎(i), ‎(ii) and ‎(iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”), or (iv) obligations of the Company or any Company Subsidiary to make any payment based on the value of any shares of any Company Subsidiary. There are no outstanding obligations of the Company or any Company Subsidiary to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. There are no voting trusts or other Contracts to which were the Company or any Company Subsidiary is a party with respect to the voting of capital stock (or other equity interests) of any Company Subsidiary. All Subsidiary Securities of any Company Subsidiary incorporated or formed in a jurisdiction located within the United States of America are duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 100,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 par value $0.001 per share (the “Specified DateCompany Preferred Stock”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid 100,000 shares have been designated as Series A Junior Participating Preferred Stock and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Rights Agreement. The rights and privileges of the Company Common Stock Purchase Planand the Company Preferred Stock are as set forth in the Company’s Third Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Junior Participating Preferred Stock. At the close of business on December 3, 2014, (i) 46,443,938 Shares were issued and outstanding, of which no Shares are subject to any rights of the Company to repurchase upon termination of employment, (ii) Company Stock Options to purchase an aggregate of 7,990,353 Shares were issued and outstanding, (iii) 2,754,942 Company Restricted Stock Units were issued and outstanding and (iv) and no shares of Company Preferred Stock were issued and outstanding. All outstanding shares of capital stock of the Company have been, and all Shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid, nonassessable and free of preemptive rights. (b) Section 3.02(b4.06(b)(i) of the Company Disclosure Letter Schedules sets forth a true and complete listforth, as of the close of business on the Specified DateDecember 3, (x) with respect to each RSU Award2014, a complete and correct list of (Ai) the name and holder of such RSU Awardall outstanding Company Stock Options, (B) including the number of shares subject to such award, the name of the holder, the grant date, the vesting schedule and the expiration date thereof, and the exercise or purchase price per share and (ii) all outstanding Company Restricted Stock Units, including the name of the holder and the grant date and vesting schedule thereof. The Company stock plans set forth on Section 4.06(b)(ii) of the Company Disclosure Schedules (the “Company Stock Plans”) are the only plans or programs the Company or any of the Company Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity and equity-based awards are outstanding and no awards other than Company Stock Options and Company Restricted Stock Units were granted under the Company Stock Plans or otherwise. With respect to each grant of Company Equity Award, (i) each such grant was made in accordance in all material respects with the terms of the applicable Company Stock Plan and Applicable Law (including rules of Nasdaq), (ii) each such grant was properly accounted for substantially in accordance with GAAP in the in the Company SEC Documents (including financial statements) and all other Applicable Law and (iii) each Company Stock Option has an exercise price per share of Company Common Stock underlying equal to or greater than the fair market value of a share of the Company Common Stock on the date of such RSU Award grant. The Company has Made Available to Parent each form of award agreement under the Company Stock Plans. (assumingc) Except as set forth in this Section 4.06 and for changes since December 3, 2014 resulting from the exercise or settlement of Company Equity Awards outstanding on such date, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company or the Company Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of the Company Subsidiaries, (iii) options, warrants or other rights or arrangements to acquire from the Company or any of the Company Subsidiaries, or other obligations or commitments of the Company or any of the Company Subsidiaries 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 or any of the Company Subsidiaries, (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company or any of the Company Subsidiaries (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound with respect to the voting of any RSU Award that shares of capital stock of Company or any of the Company Subsidiaries or (vi) contractual obligations or commitments of any character to which the Company or a Company Subsidiary is subject a party restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of Company or any of the Company Subsidiaries. There are no outstanding obligations or commitments of any character of the Company or any of the Company Subsidiaries to vesting based on repurchase, redeem or otherwise acquire any of the achievement Company Securities or any of performance goalsthe capital stock of the Company Subsidiaries. All Company Stock Options and Company Restricted Stock Units may, by their terms, be treated in accordance with Section 2.08. No Company Subsidiary owns any Company Securities (including any Shares). (d) Since January 1, 2011, the achievement Company has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of target performance goalsits capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Stock Options and Company Restricted Stock Units, convertible into, or exchangeable for, securities having the right to vote) and (C) the date on any matters on which such RSU Award was granted, (y) with respect to each stockholders of the Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andmay vote.

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 620,000,000 shares of 50,000,000 Common Stock, par value $0.0001 of the Company (the “Company Common Stock”), of which 76,912,028 shares are issued and outstanding as of the date of this Agreement; (ii) 469,955,057 shares of Preferred Stock, par value $0.0001 of the Company, of which (x) 262,070,014 shares have been designated Series A Preferred Stock of the Company (the “Company Series A Preferred Stock”), all of which are issued and outstanding as of the date of this Agreement and (y) 207,885,043 shares have been designated Series B Preferred Stock of the Company (the “Company Series B Preferred Stock”, together with the Company Series A Preferred Stock, the “Company Preferred Stock”), 207,394,482 of which are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Company Common Stock and 5,000,000 shares Company Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of preferred stock any preemptive or similar rights. Each share of Company Common Stock and Company Preferred Stock has been issued in compliance in all material respects with: (A) Applicable Legal Requirements; and (B) the Company. As ’s Charter Documents. (b) The Company has previously provided to Parent a list, dated as of August 3, 2021, that is true and correct as of such date, setting forth the close name of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 each Company Stockholder and the number and class or series of shares of Company Common Stock (including and Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessablePreferred Stock held by each, and free of preemptive rights, (ii) no each holder of any Company Option and Company Restricted Stock Awards granted under the Company Incentive Plan, the number of Company Options and Company Restricted Stock Awards held by each holder, the class of shares of preferred stock underlying such Company Options or Company Restricted Stock Award and the applicable exercise price of the Company were issued Options (the “Capitalization Ledger”). Other than the Company Options and outstandingthe Company Restricted Stock Awards there are no stock appreciation, and (iii) phantom stock, stock-based performance unit, profit participation, restricted stock, restricted stock unit or other equity-based compensation award or similar rights with respect to the Company. Each Company Option held by a U.S. taxpayer has been granted with an exercise price that is intended to be no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. Each Company Option held by a U.S. taxpayer is intended to be exempt under Section 409A of the Code. Other than the Company Options, the Company has not granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of the Company Common Stock or Company Preferred Stock, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, or for the repurchase or redemption of shares of Company Common Stock were held in treasury. (b) As or Company Preferred Stock, and there are no agreements of any kind which may obligate the close Company to issue, purchase, register for sale, redeem or otherwise acquire any of business on its capital stock. Except for this Agreement, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings with respect to the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to or Company Preferred Stock. (c) The outstanding shares of capital stock (or other equity interests) of each of the Company Options with a weighted average exercise price Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable (where such concepts are applicable) and have not been issued in violation of $6.98 per share any preemptive or similar rights. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock (or other equity interests) of such Company Common Stock, Subsidiaries free and clear of any Liens other than (i) as may be set forth on Schedule 4.3(c); (ii) 598,054 for any restrictions on sales of securities under applicable securities laws; and (iii) Permitted Liens. There are no outstanding options, warrants, rights or other securities convertible into or exercisable or exchangeable for any shares of capital stock (or other equity interests) of such Company Common Stock were issuable in respect Subsidiaries, any other commitments or agreements providing for the issuance of outstanding RSU Awards additional shares (assuming a target level or other equity interests), the sale of performance under performance-based awards and full vesting treasury shares, or for the repurchase or redemption of time-based awards) and Restricted Stock Awards such Company Subsidiaries’ shares of capital stock (assuming a target level or other equity interests), or any agreements of performance under performance-based awardsany kind which may obligate any Company Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests). As Except for the equity interests of the close of business Company Subsidiaries set forth on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(bSchedule 4.2(a) of the Company Disclosure Letter sets and as otherwise set forth a true on Schedule 4.3(c) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and complete listhas not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the close date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (d) Except as provided for in this Agreement, as a result of business on the Specified Dateconsummation of the Transactions, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of no shares of capital stock, warrants, options or other securities of the Company Common Stock underlying such RSU Award are issuable and no rights in connection with any shares, warrants, options or other securities of the Company accelerate or otherwise become triggered (assumingwhether as to vesting, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsexercisability, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive convertibility or nonqualified) and (D) the exercise price per share, andotherwise).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares an unlimited number of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares without par value. As of At the close of business on October 9, 2023 (the “Specified Date”), date of this Agreement (i) 19,353,641 shares of 12,336,333 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, are validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares Company Common Shares were held by subsidiaries of preferred stock of the Company were issued and outstanding, and Company; (iii) no shares of Company Common Stock Shares were held in treasury. available for future issuance pursuant to Company's ESPP; (biv) As of the close of business on the Specified Date, (i) 2,000 shares of 439,246 Company Common Stock Shares were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant upon the exercise of outstanding options to purchase Company Common Shares under the outstanding Management Stock Option Plan; (v) 160,000 Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Common Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares were reserved for issuance pursuant upon the exercise of outstanding options to purchase Company Common Shares under the Company Stock Purchase Plan. management stock option agreements referred to in Section 3.02(b2.3(a) of the Company Disclosure Letter sets forth a true Schedule; (vi) no Company Common Shares were available for future grant under the Management Stock Option Plan; (vii) 2,597,802 Shares were reserved for future issuance upon conversion of warrants of the Company (the "WARRANTS"); and complete list(viii) 3,091,143 Company Common Shares were reserved for future issuance pursuant to the Stock Option Agreement. No Company Preferred Shares are authorized, issued or outstanding, and no rights under the ESPP are outstanding or will be outstanding as of the close Effective Time. Section 2.3(a) of business on the Specified Date, (x) Company Schedule sets forth the following information with respect to each RSU Award, Warrant and Company Stock Option (as defined in Section 6.6) outstanding as of the date of this Agreement: (Ai) the name and address of the holder of or optionee; (ii) the particular plan pursuant to which such RSU Award, Company Stock Option was granted; (Biii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is Shares subject to vesting based on such Warrant or Company Stock Option; (iv) the achievement exercise price of performance goals, the achievement of target performance goals) and such Warrant or Company Stock Option; (Cv) the date on which such RSU Award Warrant or Company Stock Option was granted, ; (y) with respect to each Company Option, of (Avi) the name applicable vesting schedule; (vii) the date on which such Warrant or Company Stock Option expires; and holder (viii) whether the exercisability of such Warrant or Company OptionStock Option will be accelerated in any way by the transactions contemplated by this Agreement, (B) and indicates the number extent of shares acceleration. Company has made available to Parent accurate and complete copies of Company Common Stock underlying such Company Option, (C) all Warrants and stock option plans pursuant to which the type (incentive or nonqualified) and (D) the exercise price per share, andCompany

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 145,000,000 shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and 5,000,000 shares of preferred stock of the Company Preferred Stock are as set forth in the Company’s certificate of incorporation as currently in effect. As of At the close of business on October 9December 1, 2023 2020 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 53,822,535 shares of Company Common Stock were held in treasury. issued and outstanding; (bB) As an aggregate of the close of business on the Specified Date, (i) 2,000 1,048,858 shares of Company Common Stock were issuable with respect subject to outstanding Company Options with a weighted average exercise price RSU Awards; (C) an aggregate of $6.98 per share of Company Common Stock, and (ii) 598,054 1,252,266 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Company PSU Awards (assuming a target level maximum achievement); (D) an aggregate of performance 699,297 shares of Company Common Stock were reserved by the Company for issuance under performance-based awards the ESPP; and full (E) zero shares of Company Preferred Stock were issued and outstanding. Since the Capitalization Date through the date hereof, other than vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Equity Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to existing terms of such awards, neither the Company Stock Purchase Plan. Section 3.02(bnor any of its Subsidiaries has (1) issued, delivered, sold, announced, pledged, transferred, subjected to any Lien or granted or otherwise encumbered or disposed of any Company Securities or incurred any obligation to make any payments to any Person based on the price or value of any Company Securities or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Company Securities. (b) Part 4.05(b) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, a complete and correct list of (Ai) all outstanding Company RSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and holder of such RSU Awardconditions, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company OptionRSU Award and the distribution dates for such shares and (ii) all outstanding Company PSU Awards, including the respective name of (A) the name holder, the grant date, the vesting schedule, terms and holder of such Company Optionconditions, (B) the performance period, and the maximum number of shares of Company Common Stock underlying subject to each Company PSU Award. (c) Except as set forth in this Section 4.05, and for changes since the Capitalization Date resulting from settlement of Company Equity Awards outstanding on such Company Optiondate or granted thereafter as permitted under Section 6.01(b)(iii), there are no outstanding (i) shares of capital stock or voting securities or other Equity Interests of the Company, (Cii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or other Equity Interests of the Company, (iii) options, warrants or other rights or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock or other voting securities or Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or Equity Interests in, the Company, (iv) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or Equity Interests in, the Company (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the disposition or voting of any shares of capital stock of the Company or any of its Subsidiaries or (vi) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any Company Securities or any securities of the Company’s Subsidiaries. Neither the Company nor any of its Subsidiaries have issued any bonds, debentures, notes or other indebtedness (x) having the right to vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible into, or exchangeable for, securities having such right), or (y) the type (incentive value of which is directly based upon or nonqualified) and (D) derived from the capital stock, voting securities or other Equity Interests of the Company or any of its Subsidiaries. There are no outstanding obligations or commitments of the Company or any of its Subsidiaries to issue, grant, repurchase, redeem or otherwise acquire any of the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price per shareand/or withholding taxes pursuant to the terms of Company Equity Awards or in accordance with the existing terms of the ESPP. All Company Equity Awards and rights under the ESPP were granted in accordance with the applicable Company Stock Plans, andthe ESPP, all Applicable Laws, and all applicable securities exchange rules. All Company Equity Awards are evidenced by written award agreements, in each case, substantially in the forms that have been Made Available to Parent. No Subsidiary of the Company owns any Company Securities. (d) All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the Company Stock Plan or the ESPP, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid, nonassessable and free of preemptive rights, and were not issued in violation of and are not subject to any right of rescission or right of first refusal, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 990,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the Companyundesignated Company Preferred Stock. As of At the close of business on October 9January 25, 2023 (the “Specified Date”)2017, (i) 19,353,641 500,121,178 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no 583,333 shares of preferred stock Company Common Stock were reserved for issuance pursuant to outstanding Company Options, (iii) 2,380,950 shares of the Company Common Stock were issued and outstandingreserved for issuance pursuant to outstanding Company Warrants, and (iiiiv) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 reserved for issuance pursuant to outstanding Company Restricted Stock Units. All outstanding shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price have been duly authorized and validly issued and are fully paid, nonassessable and free of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planpreemptive rights. Section 3.02(b2.6(a) of the Company Disclosure Letter Schedule sets forth a true true, complete and complete correct list, as of the close of business on the Specified DateJanuary 25, (x) with respect to each RSU Award2017, of (A) the name all Company Options, Company Warrants, and holder of such RSU AwardCompany Restricted Stock Units, (B) the number of shares of Company Common Stock underlying such RSU Award (assumingsubject thereto, with the grant dates, expiration dates and the exercise or base prices. With respect to any RSU Award that is subject to vesting based on the achievement Company Options and Company Restricted Stock Units, (i) each grant of performance goals, the achievement of target performance goals) a Company Option and (C) Company Restricted Stock Unit was duly authorized no later than the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder grant of such Company OptionOption or Company Restricted Stock Unit was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board, or a committee thereof, (Bii) each such grant was made in accordance with the terms of the applicable Company Equity Compensation Plan, the Exchange Act and all other applicable Law, (iii) the number per share exercise price of each Company Option and Company Restricted Stock Unit was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, and (iv) 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. (b) Except as set forth in Section 2.6(b) of the Company Disclosure Schedule, and except for the Company Options, the Company Warrants, and the Company Restricted Stock Units, there are on the date hereof no outstanding (i) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (ii) options, warrants, rights or other agreements or commitments requiring the Company to issue, or other 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 (or, in each case, the economic equivalent thereof), (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Company, being referred to collectively as “Company Securities”), or (iv) obligations by the Company or any Company Subsidiary to make any payments based on the price or value of the shares of Company Common Stock underlying such Stock. Other than pursuant to the Company OptionOption Plan, (C) there are no outstanding obligations of the type (incentive Company or nonqualified) any Company Subsidiary to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company have been offered and (D) the exercise price per share, andissued in compliance in all material respects with all applicable Securities Laws and any applicable U.S. state securities and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 200,000,000 Company Shares and (ii) 10,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 9May 26, 2023 2015 (the “Specified Capitalization Date”), (iA) 19,353,641 shares of 25,647,582 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (iiB) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, and (iiiC) no shares of Company Common Capital Stock were held in treasuryby the Company as treasury shares. All outstanding Company Shares are validly issued, fully paid, non-assessable and free of any preemptive rights. Since the close of business on the Capitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options, Company Warrants or the settlement of Company RSUs granted under a Company Stock Plan. (b) As Section 3.5(b)(i) of the Company Disclosure Schedule sets forth a listing of all equity plans of the Company. Section 3.5(b)(ii) of the Company Disclosure Schedule sets forth, with respect to each outstanding Company Option and Company Warrant as of the close of business on the Specified Capitalization Date, (i) 2,000 shares the name of the holder of such option or warrant, the number of Company Common Stock were Shares issuable upon the exercise of such option or warrant, the exercise price of such option or warrant, the date on which such option was granted or such warrant was issued, the vesting schedule for such option (including any acceleration provisions with respect thereto and any performance-based vesting terms and conditions), including the extent unvested and vested as of the close of business on the Capitalization Date whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code, and whether such option is subject to Section 409A of the Code. Section 3.5(b)(iii) of the Company Disclosure Schedule sets forth, with respect to each outstanding Company Options with a weighted average exercise price RSU as of $6.98 per share the close of business on Capitalization Date, the name of the holder of such award, the number of Company Common StockShares subject to such award, the date of grant of such award, the applicable vesting and/or settlement schedule (including any acceleration provisions with respect thereto and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under any performance-based awards vesting terms and full vesting conditions), and whether such Company RSU is subject to Section 409A of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awardsthe Code). As of the close of business on the Specified Capitalization Date, 3,137,966 Company Shares were reserved for future issuance pursuant to stock awards not yet granted under the Company Stock Plans and, since such date, the Company had no Shares reserved for issuancehas not granted, except for (A) the shares reserved for issuance pursuant committed to the outstanding grant or otherwise created or assumed any obligation with respect to any Company Options, Restricted other than as permitted by Section 5.2(b). True, correct and complete copies of all of the forms of equity award agreements under the Company Stock Awards Plans, and RSU Awards described all individual agreements containing material deviations from such forms have been delivered or made available by the Company to Parent. No Company Options or Company RSUs have been granted or are outstanding except under and pursuant to a Company Stock Plan. (c) Except as set forth in Section 3.5(a) and (b), there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, phantom stock, phantom units, stock appreciation rights, restricted stock, performance shares, performance share units, performance units, profits interest, profit participation rights, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i) and ), (ii), (Biii) an additional 424,513 Shares reserved for additional grants and (iv), together with the capital stock of the Company, being referred to collectively as “Company Options, Restricted Stock Awards and RSU Awards pursuant to Securities”) or (v) no other obligations by the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant or any of its Subsidiaries to make any payments based on the Company Stock Purchase Plan. Section 3.02(b) price or value of the Company Disclosure Letter sets forth Securities. There are no outstanding Contracts of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (d) Neither the Company nor any of its Subsidiaries is a true and complete listparty to any Contracts restricting the transfer of, as relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, first refusal or similar rights with respect to any RSU Award that is subject to vesting based on securities of the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock 1,000,000,000 Shares and 5,000,000 10,000,000 shares of preferred stock stock, par value $0.00001 per share, of the CompanyCompany (the “Company Preferred Stock”). As of At the close of business on October 9January 5, 2023 (the “Specified Date”)2024, there were (i) 19,353,641 320,272,100 Shares outstanding; (ii) an aggregate of 3,004,557 Shares reserved for future issuance under the Company Stock Plans; (iii) an aggregate of 624,380 Shares subject to outstanding Company Option Awards; (iv) an aggregate of 14,432,738 Shares subject to outstanding time-vesting Company RSU Awards, and an aggregate of 4,720,011 Shares subject to outstanding performance-vesting Company RSU Awards (assuming maximum performance in respect of incomplete performance or measurement periods); (v) 3,631,005 Shares reserved for future issuance pursuant to the Company ESPP; and (vi) no shares of Company Common Preferred Stock (including outstanding. All outstanding shares of capital stock of the Company Restricted Stock) were have been, and all shares that may be issued pursuant to the Company Stock Plans or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive (or similar) rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As Except as set forth in Section 4.05(a) and Section 4.05(c) of the close Company Disclosure Schedule and except for changes since January 5, 2024 resulting from the exercise, settlement or forfeiture of business Company Equity Awards outstanding on such date, in each case in accordance with the Specified Dateterms of the Company Stock Plans and Company Equity Award, as of the date hereof there are no issued, reserved for issuance or outstanding (i) 2,000 Shares, shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Preferred Stock, and Company Option Awards, Company RSU Awards or other shares of capital stock of or other voting securities of or ownership interests in the Company, (ii) 598,054 securities of the Company convertible into or exchangeable or exercisable for shares of Company Common Stock were issuable capital stock or other voting securities of or ownership interests in respect of outstanding RSU Awards the Company, (assuming a target level of performance under performance-based awards and full vesting of time-based awardsiii) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As subscriptions, warrants, calls, options or other rights to acquire from the Company, or other obligations of the close Company to issue, any capital stock or other voting securities of business or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in the Company or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party that are derivative of, or valued by reference to, or provide economic benefits based, directly or indirectly, on the Specified Datevalue or price of, any capital stock or voting securities of the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). Other than the Company Stock Plan and the award agreements thereunder governing the Company Option Awards and Company RSU Awards, there are no stockholder agreements or voting trusts (iior other agreements or commitments), (B) an additional 424,513 Shares reserved for additional grants in each case, restricting the transfer or affecting the voting rights of any Company OptionsSecurities to which the Company or any of its Subsidiaries is a party or is bound, Restricted Stock Awards and RSU Awards pursuant there are no outstanding agreements, commitments or obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, or granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. There is no stockholder rights plan, “poison pill” or similar device in effect with respect to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to or any Subsidiary of the Company. Neither the Company Stock Purchase Plannor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on matters on which the holders of Shares have the right to vote. No Company Securities are owned by any Subsidiary of the Company. (c) Section 3.02(b4.05(c) of the Company Disclosure Letter Schedule sets forth a true and complete correct list, as of the close of business on the Specified DateJanuary 5, 2024, of each Company Option Award and each Company RSU Award (x) collectively, “Company Equity Awards”), including with respect to each RSU Company Equity Award, of as applicable (Ai) the name and holder of such RSU Awardemployee or grantee identification number, (Bii) the number of shares of Company Common Stock Shares underlying such RSU Award award (assumingassuming maximum performance in respect of incomplete performance or measurement periods), with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (Ciii) the date on which such RSU Award award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (Div) the exercise price for options, (v) whether such award is a nonqualified stock option or intended to qualify as an incentive stock option under the Code, and (vi) the vesting schedule. Each Company Option Award has an exercise price per share, andshare that is at least equal to the fair market value (within the meaning of Section 409A of the Code) of the underlying shares on the date of grant.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 400,000,000 shares of Company Common Stock and 5,000,000 50,000,000 shares of preferred stock of the Companystock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on October 9February 2, 2023 (the “Specified Date”)2011, (i) 19,353,641 there were 176,833,366 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorizedincluding no Company Restricted Stock Awards, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock Company Preferred Stock outstanding, and 3,647,194 shares of Company Common Stock reserved for issuance upon exercise of outstanding Company Stock Options, 2,380,442 shares of Company Common Stock reserved for issuance upon vesting of outstanding Company RSU Awards and up to 752,485 shares of Company Common Stock subject to outstanding purchase rights under the Company ESPP. As of February 2, 2011, there were 1,221,905 shares of Company Common Stock held in treasury of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As by Subsidiaries of the close Company. From February 2, 2011 to the date of business on the Specified Datethis Agreement, (i) 2,000 no additional shares of Company Common Stock were issuable with respect have been issued (other than pursuant to outstanding Company Options with a weighted average exercise price of $6.98 per share of Stock Options, Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level and/or purchase rights under the Company ESPP that were outstanding as of performance under performance-based awards and full vesting of time-based awards) and February 2, 2011), no additional Company Stock Options, Company Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the or Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described have been issued or granted, and there has been no increase in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such issuable upon exercise of Company Stock Options or vesting of Company RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of Awards from those issuable under such Company OptionStock Options and Company Restricted RSU Awards as of February 2, (B) the number of 2011. All issued shares of Company Common Stock underlying such are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except as set forth in this Section 3.3 and except for the Company OptionRights and purchase rights under the Company ESPP for no more than 752,485 shares of Company Common Stock, (Cx) there are no outstanding or authorized shares of capital stock and there are no options, warrants, calls, subscriptions, convertible securities, preemptive rights or other rights, agreements, claims or commitments which obligate the type Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other voting securities or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares, securities or equity interests, (incentive y) there are no outstanding or nonqualifiedauthorized contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of or other equity interest in the Company or any of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, and (Dz) there are no voting trusts or similar agreements to which the exercise price per shareCompany or any of its Subsidiaries is a party with respect to the voting of any capital shares or other voting securities of or other equity interest in the Company or any of its Subsidiaries. The Company has no outstanding bonds, anddebentures, notes or other obligations 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 stockholders of the Company on any matter.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 20,000,000 shares of common stock, par value $0.10 per share (“Company Common Stock”) and 100,000 shares of preferred stock, par value $1.00 per share (“Company Preferred Stock”). As of July 20, 2023 (the “Capitalization Date”), there were outstanding (i) 9,506,344 shares of Company Common Stock (which excludes the shares of Company Common Stock relating to Company RSAs, Company PSAs and Company Options), (ii) no shares of Company Preferred Stock, (iii) Company ​ ​ RSAs relating to an aggregate of 65,695 shares of Company Common Stock (inclusive of shares issued pursuant to awards that were formally Company PSAs but the applicable performance goals have already been satisfied), (iv) Company PSAs (assuming maximum achievement of any applicable performance goals) relating to an aggregate of 21,160 shares of Company Common Stock and 5,000,000 shares (v) Company Options to purchase an aggregate of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 184,904 shares of Company Common Stock (including Stock. All outstanding shares of capital stock of the Company Restricted Stock) were have been, and all shares that may be issued pursuant to any Company RSAs, Company PSAs and outstandingCompany Options will be, all of which were when issued, duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of any preemptive or similar rights, (ii) no shares of preferred stock . As of the Capitalization Date, other than the items listed in clauses (i) through (v) of the second sentence of ‎Section 4.05(a), there are no issued or outstanding Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasurySecurities. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.05(b) of the Company Disclosure Letter Schedule sets forth a true and complete listlist of all Company RSAs, Company PSAs and Company Options outstanding as of the close of business on the Specified Capitalization Date, (x) and with respect to each RSU Awardsuch award, of (A) the name and holder or employee identification number of such RSU Awardthe holder, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalssuch award, the achievement grant date, the vesting schedule or date(s) and, to the extent applicable, the per share exercise price and the expiration date thereof. (c) As of target performance goals) and (C) the date of this Agreement, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number holders of shares of Company Common Stock underlying such may vote. (d) Except as expressly set forth in ‎Section 4.05(a), and for changes since the Capitalization Date resulting from vesting or the satisfaction of performance conditions applicable to any Company OptionRSAs or Company PSAs or the exercise of Company Options, in each case, that were outstanding on the Capitalization Date, as of the date hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or ownership interests in the Company, (Cii) securities of the type Company or its Subsidiaries convertible or exchangeable into or exercisable for shares of capital stock or other voting securities of or ownership interests in the Company, (incentive iii) warrants, calls, options or nonqualifiedother rights to acquire from the Company or its Subsidiaries, or other obligation of the Company or its Subsidiaries 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, or (iv) and stock options, restricted shares, stock appreciation rights, performance units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities or ownership interests of the Company (Dthe items in clauses (i) through (iv) being referred to collectively as the exercise price per share“Company Securities”). There are no outstanding contractual obligations or commitments of the Company of any character relating to any Company Securities, andincluding any voting trusts, proxies or any other contracts or understandings with respect to the voting of, or any agreements restricting transfer of, requiring the registration for sale of, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or any similar rights with respect to, any Company Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities. There are no declared or accrued but unpaid dividends or distributions with respect to any Company Common Stock or Company Preferred Stock. ​ ​ (e) None of the Company Securities are owned by any Subsidiary of the Company.

Capitalization. (a) The authorized capital stock equity of the Company consists of 50,000,000 shares unlimited Company Common Shares and 2,300,000 Company Preferred Shares. The only beneficiaries of the FUMI Share Trust are the holders of Company Common Stock Shares. The authorized equity of FUMI consists of 100 FUMI Shares, all of which are issued and 5,000,000 shares of preferred stock of outstanding and owned by the CompanyFUMI Share Trust. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (i) 19,353,641 shares of 34,805,912 Company Common Stock (including Shares and 984,800 Company Restricted Stock) Preferred Shares were issued and outstanding, all of which Company Common Shares and Company Preferred Shares were duly authorizedvalidly issued and are fully paid, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) -0- Company Common Shares were held in the -32- treasury of the Company, (iii) -0- Company Preferred Shares were held in the treasury of the Company, (iv) 1,000,000 Company Common Shares were reserved for issuance upon exercise of the option or right to purchase Company Common Shares granted under the Company Option Plans or otherwise granted by the Company (each, a "COMPANY OPTION") and Company Warrants issued and outstanding and (v) 11,316,000 Company Common Shares were reserved for issuance upon conversion of the outstanding Company Preferred Shares, all of which were validly issued and are fully paid, nonassessable and free of preemptive rights. Between September 30, 2001 and the date hereof, (i) no Company Common Shares or Company Preferred Shares have been issued, except in connection with the conversion of Company Preferred Shares or the exercise of Company Options or Warrants issued and outstanding and (ii) no options, warrants, securities convertible into, or commitments with respect to the issuance of, shares of preferred stock beneficial interests of the Company were or the FUMI Share Trust have been issued, granted or made. As of the Effective Time, there shall be no Company Options issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, Except for (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockPreferred Shares, and (ii) 598,054 shares Company Options issued and outstanding and (iii) Warrants to purchase a maximum of 500,000 Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As Shares, as of the close date hereof, there were no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of business on conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Specified DateCompany, the FUMI Share Trust, FUMI or any of their subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional Company had no Common Shares, Company Preferred Shares, FUMI Shares reserved for issuanceor obligating the Company, except for the FUMI Share Trust, FUMI or any of their respective subsidiaries to grant, extend or enter into any such agreement or commitment. (Ac) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described Except as provided in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b6.02(c) of the Company Disclosure Letter Schedule, there are no and shall be no obligations, contingent or otherwise, of the Company, the FUMI Share Trust, FUMI or their respective subsidiaries to (i) redeem or otherwise acquire (A) any Company Common Shares, (B) any Company Preferred Shares, (C) any FUMI Shares or (D) the beneficial interests or other equity interests of any subsidiary of the Company, except in connection with the exercise of (X) conversion rights on account of the Company Preferred Shares, (Y) Company Options issued and outstanding or (Z) Warrants issued and outstanding, (ii) pay or distribute any dividend or distribution on the Company Preferred Shares or (iii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any person. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company, the FUMI Share Trust, FUMI or any their respective subsidiaries. Furthermore, since the issuance of the Company Preferred Shares, the Company has paid dividends on the Company Preferred Shares in an amount at least equal to $0.525 per Company Preferred Share for each Dividend Period (as defined in the Preferred Certificate). (d) There are no bonds, debentures, notes or other indebtedness of the Company, the FUMI Share Trust, FUMI or their respective subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of beneficial interests of the Company may vote. Other than the Voting Agreement attached as EXHIBIT A, there are no voting trusts, irrevocable proxies or other agreements or understandings to which the Company, the FUMI Share Trust or any of their respective subsidiaries is a party or is bound with respect to the voting of any Company Common Shares. (e) The Company has filed with the SEC or previously made available to Gotham complete and correct copies of the Stock Incentive Plan and the 1999 Share Option Plan for Trustees including all amendments thereto (the "COMPANY OPTION PLANS"). The Company has previously made available to Gotham a complete and correct list setting forth as of the date hereof, the number of Company Options outstanding and the weighted average exercise price for all such outstanding Company Options. (f) The "CONVERSION PRICE" (as such term is defined in the certificate of designations of the Company Preferred Shares, as amended or as may be amended after the date hereof) is equal to $5.0824. Since March 21, 2000, the Company has not taken any action, nor has there occurred any event or circumstance, that has changed or caused an adjustment to, or (other than in connection with the execution of this Agreement) could reasonably be expected to change or cause an adjustment to, the Conversion Price. Section 6.02(f) of the Company Disclosure Schedule sets forth a true and complete listforth, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsdate hereof, the achievement effects of target performance goalsany Adjustment Events (as defined in the Warrant Agreement) pertaining to the Warrants that shall be required on account of the consummation of this Agreement and (Cthe transactions contemplated hereby. In addition, Section 6.02(f) of the Company Disclosure Schedule sets forth, as of the date on which such RSU Award was grantedhereof, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the current exercise price per shareof the Warrants. Except for a violation of subsection (i)(B) of Section 6.02(c), andwhich shall be governed solely by Section 6.02(c), the execution, delivery and performance of this Agreement by the Company and the FUMI Share Trust and the consummation of the transactions contemplated hereby shall not in any way violate or otherwise breach the terms of the Certificate of Designations for the Company Preferred Shares. (g) The execution, delivery and performance of this Agreement by the Company, the FUMI Share Trust and FUMI and the consummation of the transactions contemplated hereby shall not result in a liquidation of the Company. (h) The FUMI Share Trust shall terminate and cease to exist immediately after the Effective Time.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 600,000,000 shares of Company Common Stock and 5,000,000 1,770,819 shares of preferred stock stock, par value $1.00 per share, of the CompanyCompany (the “Company Preferred Stock”). As of the close of business on October 920, 2023 2025 (the “Specified Capitalization Date”), (i) 19,353,641 (A) 282,975,137 shares of Company Common Stock were issued and outstanding, which includes no Company Restricted Shares outstanding as of such date, and (B) 3,427,257 shares of Company Common Stock were held in the Company’s treasury, (ii) Company Stock Options to purchase 1,079,266 shares of Company Common Stock (including of which 794,059 Company Restricted StockStock Options were exercisable) were issued and outstanding with a weighted average exercise price of $36.60, (iii) Company RSU Awards covering 301,181 shares of Company Common Stock were outstanding, all (iv) Company Performance Share Awards covering 524,467 shares of which Company Common Stock were outstanding (based on target performance), (v) 2,534,432 shares of Company Common Stock were reserved and available for issuance under the Company Stock Plan, (vi) 960,299 shares of Company Common Stock were reserved and available for issuance under the Company ESPP, (vii) 3,177,820 shares of Company Common Stock were reserved for issuance under the Company DRIP and (viii) no shares of Company Preferred Stock were issued or outstanding. All shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and were not issued in violation of any preemptive right, purchase option, call, right of first refusal or any similar right and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no all shares of Company Common Stock were reserved for issuance as noted in this Section 3.2(a), when issued in accordance with the respective terms thereof, will be duly authorized, validly issued, fully paid and nonassessable and not issued in violation of any preemptive right, purchase option, call, right of first refusal or any similar right. No shares of Company Common Stock are held by any Company Subsidiary. Except as set forth in treasury. (b) As of this Section 3.2(a), at the close of business on the Specified DateBusiness Day immediately preceding the date of this Agreement, no shares of capital stock, voting securities or other equity interests of the Company were issued, reserved for issuance or outstanding. (b) Except as set forth in Section 3.2(a), as of the date hereof, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) 2,000 any capital stock of the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company Common Stock were issuable with respect to outstanding or any Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and Subsidiary or (ii) 598,054 shares of any subscriptions, options, warrants, calls, derivative contract, forward contract or other rights to acquire from the Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As or any Company Subsidiary, or any other obligation of the close of business on the Specified DateCompany or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company had no Shares reserved for issuance, except for or any Company Subsidiary (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in foregoing clauses (i) and (ii), collectively, “Company Equity Securities”). (Bc) There is no outstanding Indebtedness of the Company or any Company Subsidiary, 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 or any Company Subsidiary on any matter. (d) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any Company Equity Securities. (e) The Company has delivered or made available to Parent an additional 424,513 Shares reserved for additional accurate and complete copy of the Company Stock Plan and the form award agreements evidencing grants of Company Stock Options, Company Restricted Stock Shares, Company Performance Share Awards and Company RSU Awards pursuant to (collectively, “Company Equity Awards”). There have been no repricing of any Company Stock Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Company Stock Plans Options were granted with an exercise price below or deemed to be below fair market value on the date of grant. All grants of Company Equity Awards were validly made and (C) 1,080,574 Shares reserved for issuance pursuant to properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws and properly recorded on the consolidated financial statements of the Company in accordance with GAAP, and, where applicable, no such grants involved any “back dating,” “forward dating” or similar practices with respect to grants of Company Stock Purchase Plan. Options. (f) Section 3.02(b3.2(f) of the Company Disclosure Letter Schedule sets forth a true and complete list, schedule of all outstanding Company Equity Awards as of the close of business on the Specified Capitalization Date, including, for each award, as applicable, the holder, type of award (x) with respect to each RSU Awardincluding, in the case of (A) options, whether or not an “incentive stock option” within the name and holder meaning of such RSU AwardSection 422 of the Code), (B) the number of shares of Company Common Stock underlying such RSU Award subject to the award, vesting schedule and portion vested, settlement date (assuming, with respect including pursuant to any RSU Award that is subject to vesting based on the achievement of performance goalsdeferral election), the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the per share exercise price per share, andand expiration date.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 50,000,000 shares 40,000,000 Class A Common Shares and 4,000,000 Class B Common Shares. The rights and privileges of Company Common Stock and 5,000,000 shares of preferred stock each class of the Company’s capital stock are as set forth in the Company’s Articles of Incorporation. As of the close of business on October 9, 2023 (the “Specified Date”)business day prior to the date of this Agreement, (i) 19,353,641 shares of Company 11,388,835 Class A Common Stock (including Company Restricted Stock) Shares were issued and outstanding, (ii) 1,804,800 Class B Common Shares were issued and outstanding and (iii) 8,239,923 Company Common Shares were held in the treasury of the Company or by the Subsidiary of the Company. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of: (i) all stock option plans or other equity-related plans of the Company (the “Company Stock Plans”), indicating for each Company Stock Plan, as of such date, the number of Company Common Shares issued under such Plan, the number of Company Common Shares subject to outstanding options and other awards under such Plan, and the number of Company Common Shares reserved for future issuance under such Plan. The Company has made available to the Parent complete and accurate copies of all Company Stock Plans; (ii) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of Company Common Shares subject to such Company Stock Option, the exercise price, the date of grant, and the vesting schedule. The Company has made available to the Parent complete and accurate copies of all forms of stock option agreements evidencing Company Stock Options; and (iii) all outstanding Company Restricted Stock Awards, indicating with respect to each such Company Restricted Stock Award the name of the holder thereof, the Company Stock Plan under which it was granted, the number and class of Company Common Shares subject to such Company Restricted Stock Award, the date of grant, and the vesting schedule. The Company has made available to the Parent complete and accurate copies of all forms of restricted stock agreements evidencing Company Restricted Stock Awards. To the knowledge of the Company, no Section 83(b) elections have been made with respect to any outstanding Company Restricted Stock Award. (c) Except (i) as set forth in this Section 3.2 and (ii) as reserved for future grants under Company Stock Plans, (A) there are no equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (B) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company or its Subsidiary is a party or by which the Company or its Subsidiary is bound obligating the Company or its Subsidiary to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company or its Subsidiary to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Other than the Company Shareholder Agreement, neither the Company nor its Subsidiary, or, to the knowledge of the Company, any of the Company’s Affiliates, directors or officers, is a party to or is bound by any agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean any person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). There are no registration rights, and there is no rights agreement or “poison pill” anti-takeover plan to which the Company or its Subsidiary is a party or by which it or they are bound, with respect to any equity security of any class of the Company. (d) The holders of Class A Common Shares are not entitled to dissenters’ or appraisal rights under applicable state Law in connection with the Merger. The holders of all of the issued and outstanding Class B Common Shares have executed Company Shareholder Agreements. (e) All outstanding Company Common Shares are, and all Company Common Shares subject to issuance as specified in Section 3.2(b) above, upon issuance on the terms and conditions specified in the instruments pursuant to which were they are issuable, will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the RIBCA, the Company’s Articles of Incorporation or By-laws or any agreement to which the Company is a party or is otherwise bound. (iif) There are no shares obligations, contingent or otherwise, of preferred the Company or its Subsidiary to repurchase, redeem or otherwise acquire any Company Common Shares or the capital stock of the Company were issued and outstandingor its Subsidiary or to provide funds to or make any investment (in the form of a loan, and capital contribution or otherwise) in the Company or the Subsidiary of the Company or any other entity, other than guarantees of bank obligations of the Subsidiary of the Company entered into in the ordinary course of business consistent with past practice (iii) no shares the “Ordinary Course of Company Common Stock were held in treasuryBusiness”). (bg) As No consent of the close of business on the Specified Date, (i) 2,000 shares holders of Company Common Stock were issuable with respect to outstanding Options or Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of is required in connection with the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (iactions contemplated by Sections 2.1(b) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and6.11.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock 100,000,000 Shares and 5,000,000 shares of preferred stock. As of January 20, 2008 there were outstanding 34,844,346 Shares (of which an aggregate of 16,150 are Company Restricted Shares), no shares of preferred stock, Company Stock Options to purchase an aggregate of 4,895,184 Shares (of which options to purchase an aggregate of 3,922,382 Shares were exercisable) and Company Performance Units with respect to 43,104 Shares. All outstanding shares of capital stock of the Company. As of the close of business on October 9Company have been, 2023 (the “Specified Date”), (i) 19,353,641 and all shares that may be issued upon exercise of Company Common Stock (including Options or delivered in settlement of Company Restricted Stock) were Performance Units will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights. Section 4.05 of the Company Disclosure Schedule contains a list of (i) each outstanding Company Stock Option, including the holder, date of grant, exercise price, number of Shares subject thereto and the number of such Shares that have vested and (ii) no shares all outstanding Company Restricted Shares and Company Performance Units, including with respect to each such share or unit, the holder, date of preferred stock of the Company were issued grant and outstandingnumber vested, and (iii) no shares of Company Common Stock were held such list is complete and accurate in treasuryall material respects. (b) As Except for the Company’s obligations under the Rights Agreement and the Company Rights issued pursuant thereto, except as set forth in this Section 4.05 and for changes since January 20, 2008 resulting from the exercise of Company Stock Options outstanding on such date and the close purchase of business Shares pursuant to the Company ESPP in accordance with its terms as in effect on the Specified Datedate hereof, there are no outstanding (i) 2,000 shares of capital stock of or other voting securities or ownership interests in the Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and or (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As options or other rights to acquire from the Company, or other obligation of the close of business on the Specified DateCompany to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and (ii) being referred to collectively as the “Company Securities”), (B) an additional 424,513 Shares reserved for additional grants . There are no outstanding obligations of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Stock Purchase Plan. Securities. (c) Except as set forth in Section 3.02(b) 4.05 of the Company Disclosure Letter sets forth a true and complete listSchedule, as none of (i) the Shares or (ii) Company Securities are owned by any Subsidiary of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 15,000,000 shares of Company Stock consisting of 10,000,000 shares of common stock, par value $.001 per share (the “Common Stock Stock”), and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 par value $.001 per share (the “Specified DatePreferred Stock”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on November 30, 2007 (the Specified “Capitalization Date”), 3,357,809 shares of Common Stock were issued and outstanding, no shares of Common Stock were held in the treasury of Company, and no shares of Preferred Stock were issued or outstanding. All of the outstanding shares of Company Stock and of the Company had Sub’s capital stock have been validly issued, fully paid and non-assessable, are not subject to preemptive rights and have been issued in compliance with all applicable federal and state securities laws, rules and regulations. From the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares reserved for issuanceCompany Stock Options or other options to acquire shares of Common Stock or Preferred Stock have been granted, and (ii) no shares of Common Stock or Preferred Stock have been issued or become outstanding, or have been sold or transferred from the treasury of the Company, except for (A) the shares reserved for issuance Common Stock issued or sold from treasury pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants exercise of Company OptionsStock Options outstanding on the date hereof in accordance with their terms. Company Sub is, Restricted and C▇▇▇▇ is and at all times prior to the Spin Off will be, wholly owned by the Company. Company has good and marketable title to the stock of Company Sub and Company has, and at all time prior to the Spin Off will have, good and marketable title to the stock of C▇▇▇▇, which in each case is set forth on the Company Disclosure Letter (“Sub Stock”). (b) Except for Company Stock Awards and RSU Awards Options covering (as of the close of business on the Capitalization Date) 337,700 shares of Company Stock granted pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant Option Plans, there are no outstanding options, warrants or other rights in or with respect to the unissued shares of Common Stock, Preferred Stock or Sub Stock nor any securities convertible into such stock, nor any rights to acquire from Company, Company Stock Purchase PlanSub or C▇▇▇▇ issued or unissued capital stock of Company, Company Sub or C▇▇▇▇, and none of Company, Company Sub or C▇▇▇▇ is obligated to issue any additional shares of its capital stock or any additional options, warrants or other rights in or with respect to the unissued shares of such stock or any other securities convertible into such stock. Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth a true and complete list, list (the “Company Option List”) as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) Capitalization Date setting forth the name and of each holder of such RSU Awarda Company Stock Option, (B) the number of shares of Company Common Stock underlying covered by each such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsoption, the achievement vesting schedule of target performance goals) and (C) the date on which each such RSU Award was grantedoption, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per shareshare and the expiration date of each such option. (c) No bonds, anddebentures, notes or other indebtedness having the right to vote on any matters on which stockholders of Company, Company Sub or C▇▇▇▇ may vote are issued and outstanding. Except in respect of the issuance of Company Stock upon the exercise of Company Stock Options, there are no outstanding obligations of Company, Company Sub or C▇▇▇▇ to repurchase, redeem or otherwise acquire any options, warrants or other rights in or with respect to the Common Stock, Preferred Stock, Sub Stock or any securities convertible into such stock (other than with respect to the payment of or withholding of shares to cover the exercise price or statutory tax withholding as permitted under the terms of the applicable Company Stock Options or as expressly provided in Section 2.3).

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 Company, and shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all is as set forth in the Company’s most recent periodic report filed with the SEC, with the exception of (i) shares issued and outstanding subsequent to the Company’s most recent periodic report filed with the SEC, which were are otherwise disclosed in the SEC Documents or that do not materially change the number of shares issued and outstanding and will be disclosed in the Company’s next periodic report, (ii) 2,917 shares issued to independent directors in connection with services provided in the quarter ended December 31, 2019, (iii) 188 shares issued to certain service providers in connection with services provided in the quarter ended December 31, 2019, and (iv) adjustment to the number of shares issued and outstanding in connection with the Company’s reverse stock split on January 15, 2020 as disclosed in the SEC Documents. Except as disclosed in the SEC Documents or in connection with recently issued convertible securities that have substantially similar terms to previously issued and disclosed convertible securities (in the principal amount of no more than $63,501.15), do not materially change the number of shares reserved for issuance, and will be disclosed in the Company’s next periodic report, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into, or exchangeable for shares of Common Stock, and 327,230 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents or described herein, and free as of preemptive rightsthe effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no shares of preferred stock of agreements or arrangements under which the Company were issued and outstanding, or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no shares anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note, Commitment Shares, Returnable Shares, or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock were held in treasury. (b) As of the close Company and the material rights of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable holders thereof in respect thereto, with the exception of outstanding RSU Awards recently issued convertible securities that have substantially similar terms to previously issued and disclosed convertible securities (assuming a target level in the principal amount of performance under performance-based awards and full vesting no more than $63,501.15), do not materially change the number of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares shares reserved for issuance, except for (A) and will be disclosed in the shares reserved for issuance pursuant to Company’s next periodic report. The Company shall provide the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants Buyer with a written update of Company Options, Restricted Stock Awards and RSU Awards pursuant to this representation signed by the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) Company’s Chief Executive on behalf of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Closing Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 20,000,000 common shares, no par value, and as of August 14, 2019 there are 7,293,697 shares issued and outstanding (including 16,275 shares issued in respect of Company Common Restricted Stock Awards) and 5,000,000 of which no shares are held in treasury. The Company has no authorized, issued or outstanding preferred shares. The Company’s common shares (the “Shares”), as described above, constitute all of preferred the issued and outstanding capital stock of the CompanyCompany as of the date of this Agreement. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. None of the Shares have been issued or disposed of in violation of any preemptive rights of any Person. As of the close date of business on October 9this Agreement, 2023 92,485 Shares were reserved for issuance upon the exercise of outstanding Company Stock Options and 103,173 Shares were available for future grants of equity awards under Company Stock Plans. The Company has furnished to Parent a true, complete copy of any Company Stock Plan, and Schedule 3.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all participants in any such Company Stock Plan as of the date hereof and identifies the number of Shares subject to Company Stock Plans held by each participant therein, the exercise price or prices of any Company Equity Award, if applicable, and the dates each Company Equity Award was granted, becomes exercisable (if applicable) and expires (if applicable). As of the “Specified Date”)date of this Agreement, (i) 19,353,641 no trust preferred or subordinated debt securities of the Company or any of its Subsidiaries are issued or outstanding. The Company has not elected to defer interest payments with respect to any trust preferred securities or related debentures issued by it or any of its affiliates. All outstanding shares or ownership interests of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all Bank of which were duly authorized, New Jersey are validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of directly and wholly owned by the Company were issued free and outstanding, and (iii) no shares clear of Company Common Stock were held in treasuryany Liens other than Permitted Liens. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable Except as disclosed in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(bSchedule 3.6(b) of the Company Disclosure Letter sets forth a true and complete listSchedule, as there are no outstanding (i) rights, plans, options, warrants, calls, conversion rights or any agreements, arrangements or commitments of any kind or character (either firm or conditional) obligating the Company or any of its Affiliates to issue, deliver or sell, or cause to be delivered or sold, any capital stock of the close Company, or any securities exchangeable for or convertible into the capital stock of business on the Specified DateCompany, (xii) with respect contractual obligations of the Company or any of its Affiliates, or rights of a Person, to each RSU Awardrepurchase, of (A) the name and holder of such RSU Award, (B) the number of redeem or otherwise acquire any shares of capital stock of the Company Common Stock underlying such RSU Award or its Subsidiaries, or (assumingiii) proxies, with respect voting agreements (except for the Voting Agreements), voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, shareholder agreements or other rights, understandings or arrangements regarding the voting or disposition of the Shares. No bonds, debentures, notes or other indebtedness having the right to vote on any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date matters on which such RSU Award was granted, the holders of capital stock may vote have been issued by the Company and are outstanding. (yc) with respect to each No Subsidiary of the Company Option, owns any capital stock of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 one hundred twenty million (120,000,000) shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 thirty million (30,000,000) shares of Company Preferred Stock. As of the close of business on May 3, 2013 (the “Capitalization Date”): (A) 27,020,560 shares of Company Common Stock were issuable in respect issued and outstanding and (B) no shares of outstanding RSU Awards (assuming a target level Company Preferred Stock were issued and outstanding. Since the close of performance under performance-based awards and full business on the Capitalization Date, the Company has not issued or authorized the issuance of any shares of Company Capital Stock other than pursuant to the exercise or vesting of time-based awards) and Restricted Company Stock Awards granted under a Company Plan in compliance with the terms of this Agreement. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of any preemptive rights. (assuming a target level b) The Company has reserved 5,936,433 shares of performance Company Common Stock for issuance under performance-based awards)the Company Plans and 659,979 Shares were reserved for future issuance pursuant to Company Stock Awards not yet granted under the Company Plans. As of the close of business on the Specified Capitalization Date, with respect to the Company Plans, there were outstanding (A) Company Options to purchase or otherwise acquire 4,464,226 shares of Company Common Stock, of which 3,335,612 were vested and exercisable as of such date, (B) Company Restricted Stock Units to purchase or otherwise acquire 560,832 shares of Company Common Stock, of which 560,832 were unvested as of such date and (C) Company Stock Appreciation Rights to purchase or otherwise acquire 911,375 shares of Company Common Stock, of which 258,000 were vested and exercisable as of such date and, since such date, the Company had has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Stock Awards. All grants of Company Stock Awards were validly issued and properly approved by the plan administrator of the applicable Company Plan in accordance with all applicable Law and the Company Plans and no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant such grants involved any “backdating” or similar practices with respect to the outstanding effective date of grant. All Company Options, Restricted Stock Awards granted on or prior to December 31, 2012 have been, and RSU all the Company Stock Awards described granted after December 31, 2012 will be, properly accounted for in accordance with GAAP on the consolidated financial statements of the Company and its Subsidiaries filed in or furnished with Company SEC Reports. (c) Except as set forth in this Section 2.4, there are (i) no outstanding shares of Company Capital Stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of Company Capital Stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other Contracts to acquire from the Company, or that obligates the Company to issue, any Company Capital Stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of Company Capital Stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i) and ), (ii), (Biii) an additional 424,513 Shares reserved for additional grants and (iv), together with the capital stock of the Company, being referred to collectively as “Company Options, Restricted Stock Awards Securities”) and RSU Awards pursuant to (v) no other obligations by the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. There are no outstanding Contracts of any kind which obligate the Company Stock Purchase Planor any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Section 3.02(b2.4(c)(i) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Date, (x) with respect to each RSU Awardoutstanding Company Option, of (A) the name and of the holder of such RSU Awardoption, (B) the number of shares of Company Common Stock underlying issuable upon the exercise of such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsoption, the achievement exercise price of target performance goals) and (C) such option, the date on which such RSU Award option was granted, the vesting schedule for such option (yincluding any acceleration provisions with respect thereto), including the extent unvested and vested to date, and whether such option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code. Section 2.4(c)(ii) of the Company Disclosure Schedule sets forth, with respect to each holder of Company OptionRestricted Stock Units, of (A) the name and of the holder of such award, the number of shares of Company OptionRestricted Stock Units held by such holder, the date on which such Company Restricted Stock Units were granted, the applicable vesting schedule for such Company Restricted Stock Units (Bincluding any acceleration provisions with respect thereto), and whether the Company Restricted Stock Units are settled in cash, stock or a combination thereof. Section 2.4(c)(iii) of the Company Disclosure Schedule sets forth, with respect to each outstanding Company Stock Appreciation Right, the name of the holder of such right, the number of shares of Company Common Stock underlying subject to such right, whether the Company OptionStock Appreciation Right is settled in cash, (C) the type (incentive stock or nonqualified) and (D) a combination thereof, the exercise price per shareof such right, andthe date on which such right was granted, the vesting schedule for such right (including any acceleration provisions with respect thereto), including the extent unvested and vested to date. (d) Neither the Company nor any of its Subsidiaries is a party to any Contract restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any securities of the Company.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyOrdinary Shares. As of the close of business on October 920, 2023 (the “Specified Date”)2006, there were outstanding (i) 19,353,641 shares 20,559,134 Company Ordinary Shares (of Company Common Stock (including which 382,075 were Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsShares), (ii) no shares of preferred stock of the Company were issued and outstandingCompany, and (iii) no shares of Company Common Stock were held in treasury. by the Company as dormant shares (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockMenayot Redumot), and (iiiv) 598,054 shares stock options to purchase an aggregate of 3,437,437 Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)Ordinary Shares. As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the All outstanding Company OptionsOrdinary Shares have been, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 all Company Ordinary Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards that may be issued pursuant to the Company Stock Option Plans will be, when issued in accordance with the respective terms thereof, duly authorized and (C) 1,080,574 Shares reserved for issuance validly issued and are, or, in the case of shares that may be issued pursuant to the Company Stock Purchase PlanOption Plans, will be when issued in accordance with the respective terms thereof, fully paid. Section 3.02(b) No Subsidiary of the Company Disclosure Letter sets forth owns any shares of capital stock of the Company. The Company has furnished to Parent a true and complete list, as of the close of business on the Specified DateOctober 20, (x) 2006 of all outstanding Company Options, including with respect to each RSU Awardsuch option, of (A) the name of the holder, the exercise price, the grant date and holder of such RSU Awardthe vesting schedule, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, and with respect to all such Company Options granted to Israeli taxpayers, whether each such option was granted under any RSU Award that of the following sections of the Israeli Income Tax Ordinance: Section 3(i); Section 102 (prior to January 1, 2003); or Section 102 (on or after January 1, 2003, and in such event pursuant to which subsection of Section 102). The Company is subject not a party to vesting based any voting agreement with respect to the voting of any Company Ordinary Shares. (b) Except as set forth in this Section 4.05 and for changes since October 20, 2006 resulting from the exercise of Company Options outstanding on such date or the achievement issuance of performance goalsCompany Options or Company Ordinary Shares as permitted by this Agreement, there are no outstanding (i) shares of capital stock of, or other voting securities or ownership interests in, the achievement Company, (ii) securities of target performance goalsthe Company convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, the Company, or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other voting securities or ownership interests in, the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the items listed in clauses (i), (ii) and (Ciii) above, except from former employees, directors and consultants in accordance with currently effective agreements providing for the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number repurchase of shares in connection with any termination of Company Common Stock underlying such Company Option, (C) the type (incentive service to it or nonqualified) and (D) the exercise price per share, andits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 500,000,000 shares of Company Common Stock and 5,000,000 shares Stock, of preferred stock which, as of the Company. As of the close of business on October 9January 25, 2023 2012 (the “Specified Measurement Date”), (i) 19,353,641 122,250,050 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iiiii) 100,000,000 shares of Company preferred stock, par value $0.01 per share, of which 30,000 shares have been designated as Series A Participating Preferred Stock (together with the Company Common Stock, the “Company Capital Stock”), of which, as of the Measurement Date, no shares were issued and outstanding. As of the Measurement Date, 1,247,183 shares of Company Common Stock were held in the Company’s treasury. (b) . As of the close of business on the Specified Measurement Date, (i) 2,000 10,840,000 shares of Company Common Stock were issuable with respect to outstanding reserved for issuance under the Company Options with a weighted average Equity Incentive Plan, including shares that would be issued upon the exercise price of $6.98 per share of Company Common StockStock Options and Company RSUs, and (ii) 598,054 4,481,250 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the upon exercise of issued and outstanding Company OptionsWarrants. All of the issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid, Restricted Stock Awards nonassessable and RSU Awards described in clauses free of preemptive rights. The Company has provided Parent with a list of (i) each Company Stock Option outstanding and (ii), (B) an additional 424,513 Shares reserved for additional grants unexercised as of Company Options, Restricted Stock Awards and RSU Awards the date hereof pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Equity Incentive Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of which list specifies (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Stock Option, (B) the number of shares of Company Common Stock underlying subject to such Company Stock Option, (C) the type exercise price of such Company Stock Option, (incentive or nonqualifiedD) the date on which such Company Stock Option was granted, (E) the applicable vesting schedule, and (F) the date on which such Company Stock Option expires, (ii) the aggregate number of all shares of Company Restricted Stock which list specifies (A) the name of the holder of such shares of Company Restricted Stock, (B) the number of shares of Company Restricted Stock, (C) the date on which such shares of Company Restricted Stock were granted, and (D) the exercise price per shareapplicable vesting schedule, and(iii) the aggregate number of all Company Performance Shares which list specifies (A) the name of the holder of such Company Performance Shares, (B) the number of Company Performance Shares, (C) the date on which such Company Performance Shares were granted, and (D) the applicable vesting schedule, and (iv) the aggregate number of Company RSUs, which list specifies (A) the name of the holder of such Company RSUs, (B) the number of Company RSUs, (C) the date on which such Company RSUs were granted, and (D) the applicable vesting schedule, in each case of (i), (ii), (iii) and (iv), outstanding as of the Measurement Date; since the Measurement Date through the date of this Agreement, the Company has not issued or awarded any options, restricted stock, restricted stock units under the Company Equity Incentive Plan. Except pursuant to this Agreement, the Company Equity Incentive Plan or as set forth in this Section 3.2, as of the Measurement Date, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, issuance or registration of any shares of Company Capital Stock or any other equity securities of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Capital Stock. (b) As of the Measurement Date, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of the Company may vote are issued or outstanding as of the date of this Agreement. (c) All of the issued and outstanding shares of capital stock or other equity ownership interests of each “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of the Company are owned by the Company, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No such significant subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of At the close of business on October 9July 13, 2023 2015 (the “Specified Capitalization Date”), (i) 19,353,641 31,604,369 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, outstanding (including 113,603 Company Restricted Shares); (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, and ; (iii) no shares of Company Common Stock were held by the Company in its treasury. ; (biv) As an aggregate of 1,077,208 shares of Company Common Stock remained available for issuance under the Company Stock Plans, excluding shares underlying outstanding awards, and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,007,379 shares of Company Common Stock and outstanding Company RSU Awards with respect to 376,612 shares of Company Common Stock. Except as set forth in the preceding sentence, at the close of business on the Specified Capitalization Date, (i) 2,000 no Company Securities or other voting securities of or equity interests in the Company were issued, reserved for issuance or outstanding. From the Capitalization Date until and including the date hereof, the Company has not issued any shares of Company Common Stock were issuable with respect its capital stock, has not granted any options, restricted stock, restricted stock units, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 issue any shares of Company Common Stock were issuable its capital stock, or granted any other awards in respect of any shares of its capital stock and has not split, combined or reclassified any of its shares of capital stock. No purchase or other rights have been granted or are otherwise outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Company’s Employee Stock Purchase Plan. , adopted by the Company effective as of immediately prior to the closing of the Company’s initial public offering. (b) Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close date hereof, of business on the Specified Datename of each holder of Company Options, (x) with respect to Company Restricted Shares and Company RSU Awards, the number of outstanding Company Options, Company Restricted Shares and Company RSU Awards held by such holder, the grant date of each such Company Option, Company Restricted Share and Company RSU Award, the number of Company Shares such holder is entitled to receive upon the exercise of each Company Option and the corresponding exercise price, the expiration date of each Company Option, the vesting schedule of each such Company Option, Company Restricted Share and Company RSU Award and the Company Stock Plan pursuant to which each such Company Option, Company Restricted Share or Company RSU Award was granted. Except as set forth on Section 4.2(b) of the Company Disclosure Letter, each Company Option, Company Restricted Share and Company RSU Award grant was made in accordance in all material respects with the terms of the applicable Company Stock Plan and applicable Law. No Company Option (i) has an exercise price that has been or may be less than the fair market value of the underlying equity as of the date such Company Option was granted or (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option. (c) Except for the Company Options, the Company Restricted Shares and the Company RSU Awards, there are no outstanding (A) securities of the name and holder Company convertible into or exchangeable for shares of such RSU Awardcapital stock or voting securities or ownership interests in the Company, (B) options, calls, warrants, rights or other agreements or commitments requiring the number Company to issue, or other 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 (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities (including voting debt) or other ownership interests in the Company, (D) restricted shares, restricted stock units, stock appreciation rights, performance shares or units, contingent value rights, “phantom” stock or similar securities or rights issued by the Company that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or voting securities of, or other ownership interests in, the Company (the items in clauses (A), (B), (C) and (D), together with the Company Common Stock underlying such Stock, Company Preferred Stock, Company Restricted Shares, Company Options and Company RSU Award Awards, being referred to collectively as “Company Securities”) or (assumingE) obligations of the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Shares. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company have been duly authorized, offered and validly issued in compliance in all material respects with all applicable Laws, including the Securities Act and “blue sky” Laws, are fully paid and nonassessable and are free of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote. (d) The Company or another of its Subsidiaries is the record and beneficial owner of all the outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no irrevocable proxies with respect to any RSU Award that is subject such shares. There are no outstanding (i) 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, restricted stock, calls, warrants, rights or other agreements or commitments to vesting 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 securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (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 (including voting debt) or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, 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 achievement value of performance goalsany shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. There are no voting trusts or other agreements or understandings to which the achievement Company or any of target performance goals) and (C) the date on which such RSU Award was granted, (y) its Subsidiaries is a party with respect to the voting of capital stock of any Subsidiary of the Company. All outstanding securities of each Subsidiary of the Company Optionhave been duly authorized, offered and validly issued in compliance in all material respects with all applicable Laws, including the Securities Act and “blue sky” Laws, are fully paid and nonassessable and are free of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andpreemptive rights.

Capitalization. (a) The Its authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 25,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of the close of business on October 931, 2023 (the “Specified Date”)2006, (i) 19,353,641 22,061,103 shares of Company Common Stock were outstanding, and no shares of Company Preferred Stock were outstanding. As of the date of this Agreement, there are (including i) 112,503 Company Restricted StockStock Options outstanding pursuant to the Mid-State Bancshares 2005 Equity Based Compensation Plan, (ii) were issued 1,801,151 Company Stock Options outstanding pursuant to the Mid-State Bancshares 1996 Stock Option Plan, and (iii) 42,170 shares of restricted stock outstanding, all of which were duly authorizedauthorized by the Company Board or a duly authorized committee thereof, and granted in accordance with the terms of the Company Stock Plans, as appropriate. Section 5.03(b) of the Disclosure Schedule provides (i) a list of optionees and the date of grant, the expiration date, the number of outstanding Company Stock Options and the exercise price for each outstanding Company Stock Option, and (ii) a list of all holders of restricted stock and the number of shares so held. The outstanding shares of Company Common Stock have been duly authorized and are validly issuedissued and outstanding, fully paid and nonassessable, and free subject to no preemptive rights (and were not issued in violation of any preemptive rights). Except as set forth above and except for shares issuable pursuant to the Company Stock Plans, (ii) no shares of preferred stock as of the Company were issued and outstandingdate of this Agreement, and (iii) there are no shares of Company Common Stock were held in treasury. (b) As of reserved for issuance, the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable does not have any Rights outstanding with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of the Company Common Stock, and (ii) 598,054 the Company does not have any commitment to authorize, issue or sell any Company Common Stock or Rights, except pursuant to this Agreement, outstanding Company Stock Options and the Company Stock Plans. As of the date of this Agreement, the Company has no commitment to redeem, repurchase or otherwise acquire, or to register with the SEC, any shares of Company Common Stock were issuable in respect Stock. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of outstanding RSU Awards which have the right to vote (assuming a target level of performance under performance-based awards and full vesting of time-based awardsor which are convertible into or exercisable for securities having the right to vote) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of with the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) shareholders of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andmatter.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Company Common Shares and 50,000,000 shares of preferred stock, par value $0.001 per share (the “Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock). As of the close of business on October 9April 26, 2023 (the “Specified Date”), 2006 (i) 19,353,641 shares of 10,516,600 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, (ii) no shares of the Company Preferred Stock were issued and outstanding, (iii) 1,045,000 Company Common Shares have been authorized and reserved for issuance pursuant to any employer stock option or compensation plan or arrangement of the Company (the “Company Stock Option Plans”), (iv) 80,000 qualified or nonqualified options to purchase Company Common Shares (the “Company Stock Options”) were outstanding and (v) Warrants to acquire 233,000 Company Common Shares were outstanding. A complete list of all the Company Stock Option Plans is set forth in Section 4.3(a) of the Company Disclosure Schedule. As of the date of this Agreement, the Company had no Company Common Shares outstanding or reserved for issuance other than as described above. All such issued and outstanding shares of capital stock of the Company are, and all shares thereof which were may be issued prior to the Closing Date will be, when issued, duly authorized, validly issued, fully paid and nonassessablepaid, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable Except as set forth in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.3(b) of the Company Disclosure Letter sets Schedule, neither the Company nor any Company Subsidiary has any outstanding bonds, debentures, notes or other obligations 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 stockholders of the Company on any matter. (c) Except as set forth a true in this Section 4.3 or in Section 4.3(c) of the Company Disclosure Schedule and complete listexcept for (i) the Company Stock Options, (ii) long term incentive awards set forth in Section 4.3(e) of the Company Disclosure Schedule or (iii) out performance plan awards set forth in Section 4.3(e) of the Company Disclosure Schedule, as of the close date of business on this Agreement, there are not any outstanding securities or any options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Specified DateCompany or any Company Subsidiary to issue, (xtransfer, sell or repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary. Section 4.3(c) with respect to each RSU Awardof the Company Disclosure Schedule sets forth a true, complete and correct list of (A) the Company Stock Options, including the name and holder of the Person to whom such RSU AwardCompany Stock Options have been granted, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option and the per share exercise price for each Company Option. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 4.3(c) have been furnished or made available to Eagles. (d) Section 4.3(d) of the Company Disclosure Schedule sets forth a true, complete and correct list of (A) all restricted stock awards granted under the Company Stock Option Plans, including the name of the Person to whom such restricted stock awards have been granted and holder of such Company Option, (B) the number of shares included in each restricted stock award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 4.3(d) have been furnished or made available to Eagles. The Company Common Stock underlying has not issued any stock appreciation rights. (e) Except as set forth in Section 4.3(e) of the Company Disclosure Schedule, 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 shares, nor does the Company Optionhave 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. (f) Except as set forth in Section 4.3(f) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to issue, repurchase, redeem or otherwise acquire any shares of capital stock, partnership interests or any other securities of the Company or any Company Subsidiary. (Cg) Except as set forth in Section 4.3(g) of the type (incentive Company Disclosure Schedule, neither the Company nor any Company Subsidiary is under any obligation, contingent or nonqualified) otherwise, by reason of any agreement to register the offer and (D) sale or resale of any of their securities under the exercise price per share, andSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the Companystock, par value $.001 per share (“Company Preferred Stock”). As of At the close of business on October 9January 26, 2023 (the “Specified Date”)2011, (i) 19,353,641 67,402,815 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held by the Company in its treasury. (b) As of the close of business on the Specified Date, (iiii) 2,000 no shares of Company Preferred Stock were issued and outstanding, (iv) 2,030,268 shares of Company Common Stock were issuable with respect subject to outstanding Options granted under the Company Options with a weighted average exercise price of $6.98 per share of Stock Plans, (v) 3,168,437 were unvested Restricted Shares granted under the Company Common StockStock Plans, and (iivi) 598,054 9,660,534 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to under the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) Convertible Notes and (ii), (Bvii) an additional 424,513 Shares reserved for additional grants 2,014,750 shares of Company Options, Restricted Common Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares were reserved for issuance pursuant to upon exercise of the Company Stock Purchase PlanWarrants. All of the Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. None of the Subsidiaries of the Company beneficially own any shares of Company Common Stock. (b) Included in Section 3.02(b3.2(b) of the Company Disclosure Letter sets forth Schedule is a true true, complete and complete correct list, as of the close of business on the Specified Date, (x) with respect to each RSU Awarddate hereof, of (Ai) the name and holder of such RSU Awardeach outstanding Option, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsthereto, the achievement grant date, the expiration date, the exercise price, the vesting schedule thereof, and the name of target performance goals) the holder thereof, and (Cii) each outstanding Restricted Share, the date on which such RSU Award was grantedgrant date, (y) with respect to each Company Optionthe vesting schedule thereof, of (A) and the name and of the holder of such Company Option, (B) the number of thereof. All shares of Company Common Stock underlying such subject to issuance under the Company OptionStock Plans, (C) upon issuance prior to the type (incentive or nonqualified) Effective Time on the terms and (D) 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. Each Option and each Restricted Share award has been granted pursuant to the Company’s form of stock option agreement and form of restricted stock award agreement, respectively, true, complete and correct copies of which have been made available to Parent in the VDR. All Options have an exercise price per shareequal to no less than the fair market value of the underlying shares of Company Common Stock on the date of grant. (c) Included in Section 3.2(c) of the Company Disclosure Schedule is a true, andcomplete and correct list, as of the date hereof, of each outstanding Company Warrant, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All shares of Company Common Stock subject to issuance under the Company Warrants, upon issuance prior to the Effective Time on the terms and conditions specified in Company Warrants, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All outstanding Company Warrants have been granted pursuant to the forms of warrant agreements identified on Section 3.2(c) of the Company Disclosure Schedule, true, complete and correct copies of which have been made available to Parent in the VDR. (d) Since the Balance Sheet Date, the Company has not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding Options, Restricted Shares, Company Warrants, Convertible Notes or as otherwise expressly permitted by this Agreement. (e) Except (i) as set forth in this Section 3.2 or (ii) as otherwise expressly permitted by Section 5.1 hereof, as of the date of this Agreement there are not, and as of the Effective Time there will not be, any shares of capital stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Common Stock. None of the Company or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries. (f) Except for the Convertible Notes, there are no issued or outstanding bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of the Company or any of its Subsidiaries may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Class A Common Stock, par value $0.01 per share, 15,000,000 shares of Company Class B Common Stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.00 per share. As of the business day immediately prior to the date of this Agreement, no shares of capital stock or other Equity Interests of Company are issued, reserved for issuance or outstanding, other than (i) 8,888,801 shares of Company Class A Common Stock issued and outstanding, which number excludes 264,240 shares of Company Class A Common Stock reserved for issuance upon the settlement of outstanding Company Restricted Stock Unit Awards (of which 264,240 shares of Company Class A Common Stock are subject to Company Restricted Stock Unit Awards subject to a specified level of performance, assuming maximum performance), (ii) 264,240 shares of Company Class A Common Stock authorized in respect of outstanding Company Restricted Stock Unit Awards assuming maximum performance, (iii) 0 shares of Company Common Stock held in treasury, (iv) 799,965 shares of Company Class A Common Stock reserved for issuance upon the exercise of outstanding Company Stock Options, and 5,000,000 (v) 14,951,625 shares of Company Class B Common Stock, all of which will be cancelled as a result of the Exchanges pursuant to the Exchange Agreements. There are no dividend equivalents accrued or unpaid on the Company Equity Awards as of the date of this Agreement. Company has not issued any Equity Interests of Company since the business day immediately prior to the date of this Agreement through the date hereof and, as of the date hereof, none of Company’s shares of preferred stock of stock, par value $0.00 per share, are issued or outstanding. All the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 issued and outstanding shares of Company Common Stock (including Company Restricted Stock) were issued have been duly authorized and outstanding, all of which were duly authorized, validly issued, issued in compliance with applicable Law and are fully paid paid, nonassessable and nonassessablenot subject to, or issued in violation of, any preemptive or similar contractual rights. No bonds, debentures, notes or other Indebtedness that have the right to vote on any matters on which stockholders of Company may vote are issued or outstanding (or which is convertible into or exchangeable for, Equity Interests having such rights). Other than the Company Equity Awards, the LLC Units and free the LLC Options, in each case, issued prior to the date of preemptive this Agreement, there are not outstanding any options, warrants, convertible securities, subscription rights, (ii) no shares conversion rights, exchange rights, phantom stock or units, restricted equity, equity appreciation rights, puts, calls, redemptions, repurchase or other rights or agreements, arrangements or commitment of preferred stock any kind that obligate Company or any Subsidiary thereof to issue, transfer dispose of, redeem, repurchase, acquire or sell any Equity Interests, or make payments based on the value of the Company were issued and outstanding, and (iii) no shares of any Company Common Stock were held in treasuryStock. (b) As Except for the Support Agreement, the Exchange Agreements, the Second Amended and Restated Limited Liability Company Agreement of Holdings, dated as of November 26, 2014 (the close “LLC Agreement”), by and among Holdings, Wayzata Opportunities Fund II, L.P., Wayzata Opportunities Fund Offshore II, L.P. and Company, and the Tax Receivable Agreement, dated November 26, 2014, by and among Company, Wayzata Opportunities Fund II, L.P., Wayzata Opportunities Fund Offshore II, L.P., the several holders of business on LLC Options, the Specified DateManagement Representative and other members of Holdings from time to time a party thereto (the “TRA”), (i) 2,000 shares there are no voting trusts, stockholder agreements, proxies or other agreements in effect pursuant to which Company or any of Company Common Stock were issuable its Subsidiaries has a contractual or other obligation with respect to the voting or transfer of the Company Common Stock, any other Equity Interests of Company or any Company Subsidiary Securities. There are no outstanding Contracts or obligations requiring Company Options with a weighted average exercise price or any of $6.98 per share its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock, other Equity Interests of Company or any Company Subsidiary Securities, except in connection with the vesting or exercise of a Company Equity Award. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Equity Awards and LLC Options outstanding as of the date hereof specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) 598,054 the number of shares or LLC Units subject to each such Company Equity Award or LLC Option, as applicable, (iii) the grant date of each such Company Equity Award or LLC Option, as applicable, (iv) the plan under which each such Company Equity Award or LLC Option, as applicable, was granted, (v) the exercise price for each LLC Option and each such Company Equity Award that is a Company Stock Option, (vi) the vesting schedule applicable to each such LLC Option and Company Equity Award (including whether the vesting will be accelerated by the execution of this Agreement or the consummation of the Merger), and (vii) the expiration date of each LLC Option and each such Company Equity Award that is a Company Stock Option. Each Company Option is exempt from the requirements of Code Section 409A. (d) As of the date hereof, there are 23,840,426 LLC Units outstanding, which number excludes 757,937 LLC Options. 14,951,625 LLC Units are exchangeable on a one-to-one basis for shares of Company Class A Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards accordance with and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As subject to the terms of the close LLC Agreement. Except as set forth on Section 3.2(d) of business the Company Disclosure Schedule, there are not outstanding (i) any other Equity Interests of any Subsidiary of Company, (ii) securities of any Subsidiary of Company that are convertible into or exchangeable for, at any time, Equity Interests of any Subsidiary of Company, (iii) any options, warrants, convertible securities, subscription rights, conversion rights, exchange rights, phantom stock or units, restricted equity, equity appreciation rights, puts, calls, redemptions, repurchase or other rights or agreements, arrangements or commitment of any kind that obligate any Subsidiary of Company to issue, transfer dispose of, redeem, repurchase, acquire or sell, or make payments based on the Specified Datevalue of, any other Equity Interests of any Subsidiary of Company or (iv) any obligations of any Subsidiary of Company to issue, any Equity Interests or securities convertible into or exchangeable for Equity Interests of any Subsidiary of Company (the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and through (iiiv), (B) an additional 424,513 Shares reserved for additional grants together with the outstanding Equity Interests of such Subsidiaries, being referred to collectively as “Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanSubsidiary Securities”). Except as set forth on Section 3.02(b3.2(d) of the Company Disclosure Letter sets Schedule, Company owns, directly or indirectly, all the issued and outstanding Company Subsidiary Securities free and clear of any Liens, and all such Company Subsidiary Securities are duly authorized and validly issued and are fully paid, nonassessable and not subject to, or issued in violation of, any preemptive or similar contractual rights. Except as set forth a true and complete liston Section 3.2(d) of the Company Disclosure Schedule, no Subsidiary of Company has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any Company Subsidiary Securities or any securities representing the right to purchase or otherwise receive any Company Subsidiary Securities. No bonds, debentures, notes or other Indebtedness that have the right to vote on any matters on which holders of Company Subsidiary Securities may vote are issued or outstanding (or which is convertible into or exchangeable for, Company Subsidiary Securities having such rights). (e) Except as set forth on Section 3.2(e) of the Company Disclosure Schedules, as of the close of business on the Specified Datedate hereof, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares none of Company Common Stock underlying such RSU Award or any of its Subsidiaries has any Indebtedness. Company and its Subsidiaries have not made any payments in connection with or pursuant to the TRA or, in the past twelve (assuming12) months, with respect to any RSU Award the LLC Agreement. (f) Company does not have a “poison pill” or similar stockholder rights plan that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andin effect.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 50,000,000 240,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock stock, par value $0.01 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s certificate of incorporation. As of the close of business on October 9, 2023 (the “Specified Capitalization Date”), (i) 19,353,641 38,096,735 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding and (ii) no shares of Company Preferred Stock were issued or outstanding. Between the Capitalization Date and the execution of this Agreement, all no shares of Company Common Stock have been issued except pursuant to the terms of Company Stock Options and Company RSUs outstanding as of the Capitalization Date. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the Capitalization Date, of the number of shares of Company Common Stock that were subject to then outstanding awards under the Company Stock Plans, including (i) those shares of Company Common Stock that were issued pursuant to awards granted under the Company Stock Plans, (ii) those shares of Company Common Stock subject to outstanding options under the Company Stock Plans, indicating which were vested and unvested, (iii) those Company Restricted Shares that remain unvested, indicating which are subject to time-based vesting and which are subject to performance-based vesting, (iv) those shares of Company Common Stock subject to Company RSUs, indicating which are subject to time-based vesting and which are subject to performance-based vesting and (v) the number of shares of Company Common Stock reserved for future issuance under the Company Stock Plans. The Company has made available to the Parent prior to the date of this Agreement complete and accurate copies of all (A) Company Stock Plans, (B) forms of stock option agreements evidencing Company Stock Options, (C) forms of agreements evidencing Company Restricted Shares, (D) forms of agreements evidencing Company RSUs, (E) forms of agreements evidencing any other equity or equity-linked award or compensation arrangement, and (F) a complete schedule of outstanding equity compensation awards granted under the Company Stock Plans, showing: (1) the name of the Company Stock Plan pursuant to which the award was granted, (2) the holder of each award, (3) the number of shares of Company Common Stock subject to the award, (4) the exercise price, if any, (5) the vesting schedule, including a description of the vesting criteria for performance-based awards, and (6) a description of the treatment of each award at the Effective Time under the award’s existing terms. No equity-based compensation awards have been granted to any service provider other than pursuant to the Company Stock Plans. Between the Capitalization Date and the execution of this Agreement, the Company has not issued, accelerated the vesting of or amended the terms of any Company Stock Options, Company Restricted Shares or Company RSUs. (c) Except (i) as set forth in this Section 3.2 and (ii) as reserved for future grants under Company Stock Plans as of the date of this Agreement, (A) there are no equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (B) there are no options, warrants, equity securities, calls, rights or agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor, to the Company’s Knowledge, any of its Affiliates is a party to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity interests of the Company. Except as contemplated by this Agreement or described in this Section 3.2, and there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company. (d) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in Section 3.2(b) above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or bylaws or any agreement to which the Company is a party or is otherwise bound. (iie) There are no shares of preferred stock obligations, contingent or otherwise, of the Company were issued and outstandingor any of its Subsidiaries to repurchase, and (iii) no redeem or otherwise acquire any shares of Company Common Stock were held in treasury. (b) As of or the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) capital stock of the Company Disclosure Letter sets forth a true and complete list, as or any of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andits Subsidiaries.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists solely of 50,000,000 40,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the Companystock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on October 9, 2023 (the “Specified Date”)date of this Agreement, (i) 19,353,641 24,372,609 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all 50,000 of which are unvested and subject to risk of forfeiture under the terms of an award of Company Restricted Stock, (ii) 968,985 Company Restricted Stock Units were issued and outstanding, 896,961 of which are unvested and subject to risk of forfeiture under the terms of awards of Company Restricted Stock Units, (iii) no shares of Company Preferred Stock were issued or outstanding, (iv) no shares of Company Common Stock were held in treasury by the Company, (v) 2,026,971 shares of Company Common Stock were reserved for issuance pursuant to Company Stock Options, (vi) 968,985 shares of Company Common Stock were reserved for issuance pursuant to Company Restricted Stock Units, and (vii) 384,333 shares of Company Common Stock were reserved for issuance pursuant to the Warrants. Section 3.3(a) of the Company Disclosure Letter contains a true and complete schedule as of the date of this Agreement setting forth (as applicable) the holder, number, exercise or reference price, number of shares for which it is exercisable, vesting date and expiration date, in each case of (i) each outstanding Company Stock Option, (ii) each outstanding Company Restricted Stock Unit, (iii) each outstanding award of Company Restricted Stock and (iv) each outstanding Warrant. Except as set forth above, no shares of capital stock of the Company are issued, reserved for issuance or outstanding. All issued and outstanding shares of Company Common Stock and Company Preferred Stock are and all shares of Company Common Stock which may be issued pursuant to the exercise of a Company Stock Option or upon the vesting of a Company Restricted Stock Unit will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable (b) There are no preemptive or similar rights on the part of any holder of any class of securities of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, and free debentures, notes or other obligations the holders of preemptive which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Company Subsidiary on any matter submitted to stockholders or a separate class of holders of capital stock. Except as set forth above, there are not, as of the date of this Agreement, any options, warrants, restricted stock, restricted stock units, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any shares of the capital stock of the Company or any Company Subsidiary, any additional shares of capital stock of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any Company Subsidiary, (ii) no shares of preferred stock of obligating the Company were issued and outstandingor any Company Subsidiary to issue, and grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (iii) no shares obligating the Company or any Company Subsidiary pursuant to any right of first offer, right of first negotiation, right of first refusal, co-sale or similar provisions or (iv) giving 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, or other equity interests in, the Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of or any Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)Subsidiary. As of the close date of business on this Agreement, there are no outstanding contractual obligations of the Specified DateCompany or any of the Company Subsidiaries to sell, repurchase, redeem or otherwise acquire or to register any shares of capital stock of, or other equity interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) or any of the Company Disclosure Letter sets forth Subsidiaries. There are no proxies, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a true and complete list, as of the close of business on the Specified Date, (x) party or is bound with respect to each RSU Awardthe voting of the capital stock of, of (A) or other equity interests in, the name and holder of such RSU Award, (B) the number of shares of Company or any Company Subsidiary. No Company Common Stock underlying such RSU Award (assuming, with respect to is held by any RSU Award that is subject to vesting based on wholly owned Subsidiary of the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The Company is authorized capital stock to issue 60,000,000 shares of Company Common Stock. As of the Company consists date of 50,000,000 this Agreement, 12,938,425 shares of Company Common Stock were issued and 5,000,000 shares of preferred stock outstanding. All of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 issued and outstanding shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were are duly authorized, validly issued, fully paid and nonassessablepaid, non-assessable and free of preemptive rightsrights and have been offered, (ii) no shares of preferred stock of sold and delivered by the Company were issued and outstanding, and in compliance in all material respects with all applicable securities Laws. (iiib) no The Company has reserved 4,315,000 shares of Company Common Stock were held in treasury. (b) for issuance pursuant to the Company Stock Option Plans. As of the close date of business on the Specified Datethis Agreement, (i) 2,000 Options to purchase 1,218,791 shares of Company Common Stock and 12,332 unvested shares of Restricted Stock were issuable with respect outstanding. Section 2.5(b) of the Company Disclosure Schedule includes a true and complete list of all Options and Restricted Stock awards outstanding as of the date of this Agreement, including the names of the Persons to outstanding Company whom such Options with a weighted average and Restricted Stock awards have been granted, the number of shares subject to each Option or Restricted Stock award, as applicable, the per share exercise price for each Option and the vesting schedule for the Company Stock Option Plan under which each Option and Restricted Stock award was granted, which vesting schedule applies to each such Option and Restricted Stock award. True and complete copies of $6.98 per share all instruments (or the forms of such instruments) referred to in this Section 2.5(b) have been furnished or made available to Parent. (c) The Company Common Stock, and (ii) 598,054 is authorized to issue 400,000 shares of Company Common Stock were issuable in respect Preferred Stock, none of outstanding RSU Awards (assuming a target level of performance under performance-based awards which is issued and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)outstanding. As of the close of business on the Specified Date, Of the Company had no Shares reserved for issuancePreferred Stock, except for (A) the 400,000 shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards have been designated as “Series A Junior Participating Preferred Shares” and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Rights Plan. . (d) Except for (i) shares indicated as issued and outstanding on the date hereof in Section 3.02(b2.5(a), (ii) shares issued after the date hereof upon the exercise of outstanding Options listed in Section 2.5(b) of the Company Disclosure Letter sets forth a true Schedule, and complete list(iii) shares issued after the date hereof in accordance with the terms of the Company Rights Plan, there are not as of the close date hereof, and at the Effective Time there will not be, any Company Shares or shares of business on Company Preferred Stock issued and outstanding. (e) The Company’s authorized capital stock consists solely of the Specified DateCompany Common Stock described in Section 2.5(a) and the Company Preferred Stock described in Section 2.5(c). There are not as of the date hereof, (x) with respect to each RSU Awardand at the Effective Time there will not be, of (A) the name and holder of such RSU Award, (B) the number of any shares of Company Common Stock underlying or Company Preferred Stock reserved for issuance other than as described in Sections 2.5(b) and (c). There are not as of the date hereof, and at the Effective Time there will not be, authorized or outstanding any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements, claims or commitments of any nature whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the capital stock or other securities of Company or any Company Subsidiary or obligating the Company to grant, extend or enter into any such RSU Award agreement, other than Options listed in Section 2.5(b) of the Company Disclosure Schedule and under the Company Rights Plan. (assumingf) Except as set forth in Section 2.5(f) of the Company Disclosure Schedule, there are no agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any RSU Award that is subject to vesting based on shares of capital stock or other equity interests of the achievement Company or any Company Subsidiary or which restrict the transfer of performance goalsany such shares or other equity interests, nor does the achievement Company have knowledge of target performance goals) and (C) the date on which such RSU Award was granted, (y) any third party agreements or understandings with respect to each the voting of any such shares or other equity interests or which restrict the transfer of any such shares or other equity interests. (g) The Company Optionhas no outstanding bonds, debentures, notes or other indebtedness or obligations the holders of which have the right to vote (Aor which are convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of the name and holder of such Company Option, may vote. (Bh) Neither the number of Company nor any Company Subsidiary beneficially owns any shares of capital stock of Parent. (i) Except as set forth in Section 2.5(i) of the Company Common Stock underlying such Disclosure Schedule, neither the Company Optionnor any Company Subsidiary is under any obligation, (C) contingent or otherwise, by reason of any agreement to register the type (incentive offer and sale or nonqualified) and (D) resale of any of their securities under the exercise price per share, andSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 eight hundred fifty million (850,000,000) Company Shares and one million (1,000,000) shares of preferred stock, par value $.50 per share, of the Company (“Company Preferred Shares”). As of the close of business on March 31, 2011 (the “Capitalization Date”), 244,778,892 Company Shares were issued and outstanding (inclusive of 424,788 shares of Company Common Stock Restricted Stock) and 5,000,000 shares of preferred stock no Company Shares were held in the treasury of the Company. As of the close of business on October 9the Capitalization Date, 2023 (23,730,820 Company Shares were subject to outstanding Company Stock Options, 3,529,235 Company Shares were subject to outstanding Company RSUs, 2,581,000 Company Shares were subject to outstanding Company PSUs and 10,484,312 Company Shares were reserved for future awards under the “Specified Date”)applicable Company Equity Plans. As of the date of this Agreement, (i) 19,353,641 shares of no Company Common Stock (including Company Restricted Stock) were Preferred Shares are issued and outstanding. All of the outstanding Company Shares have been duly authorized and validly issued, all are fully paid and nonassessable, are free of preemptive rights and were issued in compliance with applicable Law. All Company Shares subject to issuance upon exercise of Company Stock Options or vesting of Company RSUs or Company PSUs will be, upon issuance on the terms and conditions specified in the instruments pursuant to which were they are issuable, duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of Other than as set forth in Section 4.04(a) and for any changes since the close of business on the Specified DateCapitalization Date resulting from the exercise of Company Stock Options or the settlement of Company RSUs or Company PSUs outstanding on such date, or actions taken after such date in compliance with this Agreement, there are no outstanding (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockcapital stock of, and or other voting securities or ownership interests in, the Company, (ii) 598,054 options, warrants or other rights, Contracts, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of Company Common Stock were issuable in respect capital stock of, or other equity interests in, the Company, or (iii) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business or provide economic benefits based, directly or indirectly, on the Specified Date, value or price of any capital stock or other voting or ownership interests in the Company had no Shares reserved for issuance, except for Company. (Ac) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.04(c) of the Company Disclosure Letter Schedule sets forth a true listing of (i) all Company Equity Plans, (ii) all Company Stock Options, shares of Company Restricted Stock, Company RSUs and complete list, Company PSUs outstanding as of the close of business on the Specified Capitalization Date, (xiii) the date of grant and name of holder of each such Company Stock Option, share of Company Restricted Stock, Company RSU and Company PSU and, with respect to each RSU Awardsuch award, of (A) the name and holder of Company Equity Plan or other Plan under which each such RSU Awardaward was granted, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Optionschedule thereof, (C) the type (incentive or nonqualified) portion of such award vested and unvested as of the close of business on the Capitalization Date, (D) if applicable, the exercise price per shareor repurchase price therefor, andand (E) with respect to Company Stock Options, whether or not such Company Stock Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. (d) There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Shares or any other equity securities of the Company. (e) There are no voting trusts or other Contracts to which the Company or any Company Subsidiary is a party with respect to the voting of any capital stock of, or other equity interest in, the Company or any Company Subsidiary. (f) There is no Voting Debt of the Company or any Company Subsidiary outstanding.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock (i) 200,000,000 Shares, and 5,000,000 (ii) 25,000,000 shares of preferred stock of the Companystock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on October 9June 19, 2023 (the “Specified Date”)2008, (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 74,325,043 Shares were issued and outstandingoutstanding (not including Shares held in the treasury of the Company), all of which were are duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsnon-assessable, (ii) no shares of preferred stock 994,731 Shares were held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 4,386,270 Shares were reserved for future issuance pursuant to outstanding Company were issued Stock Options, Company Restricted Stock Awards, Company Performance Share Awards and outstandingother purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Option Plan, and (iiiv) no shares of Company Common Preferred Stock were held issued and outstanding. Except as set forth in treasurythis Section 4.03, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect The following information has been made available to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant Parent prior to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) date hereof with respect to each RSU Award, Company Stock Award outstanding as of the date of this Agreement: (Ai) the name and holder address of the Company Stock Award recipient; (ii) the particular plan pursuant to which such RSU Award, Company Stock Award was granted; (Biii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is Shares subject to vesting based on such Company Stock Award; (iv) the achievement exercise or purchase price of performance goals, the achievement of target performance goals) and such Company Stock Award; (Cv) the date on which such RSU Company Stock Award was granted, ; and (y) with respect to each Company Option, of (Avi) the name and holder of date on which such Company OptionStock Award expires. (c) Each outstanding share of capital stock of, (B) or other equity interest in, each Subsidiary is duly authorized, validly issued, fully paid and non-assessable, and each such share is owned by the number Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever, except for limitations on transfer imposed by federal or state securities Laws. There are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, any Subsidiary. (d) The Company Common has made available to Parent an accurate and complete copy of the Company Stock underlying Option Plan pursuant to which Company has granted the Company Stock Awards that are currently outstanding and the form of all stock award agreements evidencing such Company OptionStock Awards. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. All outstanding Shares, all outstanding Company Stock Awards, and all outstanding shares of capital stock of each Subsidiary have been issued and granted in compliance in material respects with (Ci) the type (incentive or nonqualified) all applicable Laws, and (Dii) the exercise price per share, andall requirements set forth in applicable contracts.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 300,000,000 shares of Company Common Stock Stock, and 5,000,000 (ii) 25,000,000 shares of preferred stock of stock, par value $0.01 per share (the Company“Preferred Stock”). As of At the close of business on October 929, 2023 (2014, and, subject to any changes permitted in accordance with Section 5.1, at the “Specified Closing Date”), (iA) 19,353,641 47,252,341 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding (which includes 31,500 Restricted Company Shares), (B) no shares of Preferred Stock were issued or outstanding, all (C) 1,637,772 shares of which Company Common Stock were authorized for issuance in connection with future grants of awards under the Company Equity Plans, (D) 5,695,671 shares of Company Common Stock were subject to outstanding Company Stock Options, (E) 169,093 shares of Company Common Stock were subject to outstanding Company PSUs (assuming performance targets associated with such Company PSUs will be met at 100% of the applicable target level) and (F) 161,635 shares of Company Common Stock were subject to outstanding Company RSUs. All of the outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and were issued in compliance with applicable securities Laws. Except as set forth in this Section 3.2, and free as of preemptive rights, (ii) the date hereof there is no shares of preferred other outstanding capital stock of the Company. There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) (“Company were Voting Debt”) of the Company or any Company Subsidiary issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(a) of the Company Disclosure Letter sets forth a true for each holder of Company Equity Awards outstanding as of October 29, 2014 (1) the name of such holder (2) the number of such Company Equity Awards held by such holder, (3) the date of grant of such Company Equity Awards, and complete list(4) the vesting schedule for such Company Equity Awards. Except as set forth above and except for the Company OP Units held by limited partners of the Company Operating Partnership, as of the close of business on the Specified Date, date hereof there are no (x) options, warrants, calls or profits interest units, stock appreciation rights, restricted stock, restricted stock units, “phantom” stock rights, performance units, other equity or equity-based compensation awards, preemptive 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 or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Company Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or 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, “Company Equity Interests”) or (y) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Shares or any capital stock of, or other Company Equity Interests in, the Company, any Company Subsidiary or any other Person, including under any stock repurchase plan, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company Subsidiary or any other Person. Prior to the Closing (and as close to the Closing as reasonably practicable), the Company will provide to Parent a list that contains the information required to be provided in Section 3.2(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided. (b) There are no voting trusts, proxies or other agreements to which the Company or any Company Subsidiary is a party with respect to the voting of Company Common Stock or any capital stock of, or other Company Equity Interest of, the Company or any Company Subsidiary. 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 any of its capital stock or other Company Equity Interests. No Company Shares are owned by any Company Subsidiary. (c) The Company Operating Partnership or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other Company Equity Interests of each RSU Awardof the Company Subsidiaries, free and clear of any Liens (A) other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the name case of Company Subsidiaries that are immaterial to the Company, immaterial Liens), and holder all of such RSU Awardshares of capital stock or other Company Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. There are no outstanding obligations to which the Company or any Company Subsidiary is a party (Bi) restricting the transfer of or (ii) limiting the exercise of voting rights with respect to any capital stock or other Company Equity Interests in any Company Subsidiary (including the Company Operating Partnership). (d) Section 3.2(d) of the Company Disclosure Letter sets forth as of the date hereof a list of all of the partners of the Company Operating Partnership, together with the number of Company OP Units held by each such partner in the Company Operating Partnership. Other than the Company OP Units owned by the limited partners of the Company Operating Partnership set forth in Section 3.2(d) of the Company Disclosure Letter, the Company directly owns all of the issued and outstanding Company OP Units of the Company Operating Partnership, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws or the Company Operating Partnership Agreement), and all Company OP Units have been duly authorized and validly issued and are free of preemptive rights. As of the date hereof, there is no capital stock or other Company Equity Interests of the Company Operating Partnership issued and outstanding other than such Company OP Units listed in Section 3.2(d) of the Company Disclosure Letter. (e) All dividends or other distributions on the shares of Company Common Stock, Preferred Stock underlying such RSU Award (assuming, with respect and Company Equity Interests and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized and declared prior to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which hereof have been paid in full (except to the extent such RSU Award was granted, (y) with respect to each Company Option, of (A) the name dividends have been publicly announced and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) are not yet due and (D) the exercise price per share, andpayable).

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 80,000,000 shares of Company Common Stock and 5,000,000 20,000,000 shares of serial preferred stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”). As of the date of this Agreement, there were 20,168,842 shares of Company Common Stock issued and outstanding and no shares of Company Preferred Stock were issued or outstanding. As of the date of this Agreement, there were no shares of Company Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise except for 2,364,586 shares of Company Common Stock reserved pursuant to the Company Option Plans. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except as referred to above or reflected in Section 4.2(a) of the Company Disclosure Schedule, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company. As of the close date of business on October 9this Agreement, 2023 (the “Specified Date”)names of the optionees, (ithe date of each option to purchase Company Common Stock granted, the number of shares subject to each such option, the expiration date and the price at which each such option may be exercised under the Company Option Plans are set forth in Section 4.2(a) 19,353,641 shares of the Company Disclosure Schedule. Each Company Option has been granted with an exercise price of not less than the fair market value of a share of Company Common Stock as of the date such Company Option was granted. (including b) Section 4.2(b) of the Company Restricted StockDisclosure Schedule sets forth a true and correct list of all of the Subsidiaries of the Company. Except as set forth in Section 4.2(b) were issued and outstandingof the Company Disclosure Schedule, the Company owns, directly or indirectly, all of which were the issued and outstanding shares of the capital stock or other equity interests of each of such Subsidiaries, free and clear of all liens, charges, encumbrances and security interests whatsoever, and all of such shares or equity interests are duly authorizedauthorized and validly issued and are fully paid, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) with no shares of preferred stock personal liability attaching to the ownership thereof. No Subsidiary of the Company were issued and outstandinghas or is bound by any outstanding subscriptions, and (iii) no options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock were held in treasury. (b) As capital stock or any other equity interest of such Subsidiary or any securities representing the close of business on the Specified Date, (i) 2,000 right to purchase or otherwise receive any shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder capital stock or any other equity interest of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 40,000,000 shares of Company Common Stock and 5,000,000 (ii) 2,000,000 shares of preferred stock Class A Preferred Stock, par value $10.00 per share (“Company Preferred Stock”), of which 1,000,000 are designated Series B Junior Participating Preferred Stock, of which Series B Junior Participating Preferred Stock 1,000,000 shares are reserved for issuance upon the exercise of the CompanyCompany Rights issued pursuant to the Company Rights Agreement. As of the close of business on October 9September 6, 2023 (the “Specified Date”)2006, there were outstanding (i) 19,353,641 22,651,989 shares of Company Common Stock (including of which an aggregate of 170,812 shares are Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsShares), (ii) no shares of preferred stock of the Company were issued and outstandingPreferred Stock, and (iii) no employee stock options to purchase an aggregate of 304,579 shares of Company Common Stock (of which options to purchase an aggregate of 122,600 shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (iexercisable) and (ii), (Biv) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards Units covering 10,500 units. All outstanding shares of capital stock of the Company have been, and RSU Awards all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid and nonassessable. No Subsidiary of the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to no Affiliate of the Company Stock Purchase Planowns any shares of capital stock of the Company. Section 3.02(b) 4.05 of the Company Disclosure Letter sets forth Schedule contains a true complete and complete listcorrect list of (i) each outstanding Company Stock Option, as of the close of business on the Specified Date, (x) including with respect to each RSU Awardsuch option the holder, date of (A) the name grant, exercise price, vesting schedule and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) thereto and (Cii) the date on which such RSU Award was grantedall outstanding Company Restricted Shares and Company Restricted Stock Units, (y) including with respect to each such share and unit the holder, date of grant and vesting schedule. A true and complete copy of the Company OptionRights Agreement as in effect as of the date of this Agreement has been made available to Parent prior to the date of this Agreement. (b) There are outstanding no bonds, debentures, notes or other indebtedness of the Company having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the name Company may vote. Except as set forth in this Section 4.05 and holder for changes since September 6, 2006 resulting from the exercise of employee stock options outstanding on such Company Optiondate, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or other ownership interest in the Company, (Bii) securities of the number of Company convertible into or exchangeable for shares of Company Common Stock underlying such Company Optioncapital stock or other voting securities of or other ownership interest in the Company, (Ciii) warrants, calls, options or other rights to acquire from the type Company, or other obligations of the Company to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interest in the Company or (incentive iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or nonqualifiedsimilar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities of or ownership interests in, the Company (the items in clauses (i) and though (Div) being referred to collectively as the exercise price per share“Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, andredeem or otherwise acquire any of the Company Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 100,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock stock, par value $0.01 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s Restated Certificate of Incorporation. As of At the close of business on October 930, 2023 (the “Specified Date”)2015, (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 31,844,970 Shares were issued and outstanding, (ii) Company Stock Options to purchase an aggregate of 4,002,294 Shares were issued and outstanding, (iii) Company RSUs in respect of an aggregate of 1,288,600 Shares were issued and outstanding and (iv) no shares of Company Preferred Stock were issued and outstanding. All outstanding shares of capital stock of the Company have been, and all Shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of which were duly authorized, validly shares that have not yet been issued, will be) fully paid and nonassessablepaid, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.06(b)(i) of the Company Disclosure Letter Schedules sets forth a true and complete listforth, as of the close of business on the Specified DateOctober 30, (x) with respect to each RSU Award2015, a complete and correct list of (Ai) the name and holder of such RSU Awardall outstanding Company Stock Options, (B) including the number of shares subject to such award, the name of the holder, the grant date, the vesting schedule, the expiration date thereof and the exercise or purchase price per share and (ii) all outstanding Company RSUs, including the name of the holder, the vesting schedule, and the grant date. The Company stock plans set forth on Section 4.06(b)(ii) of the Company Disclosure Schedules (the “Company Stock Plans”) are the only plans or programs the Company or any of the Company Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity and equity-based awards are outstanding and no such awards other than Company Stock Options and Company RSUs were granted under the Company Stock Plans or otherwise. With respect to each grant of Company Stock Options, (i) each such grant was made in accordance with the terms of the applicable Company Stock Plan and Applicable Law (including rules of Nasdaq), (ii) each such grant was properly accounted for in accordance with GAAP and all Applicable Laws in the Company SEC Documents (including financial statements), and (iii) each Company Stock Option has an exercise price per share of Company Common Stock underlying equal to or greater than the fair market value of a share of the Company Common Stock on the date of such RSU Award grant. The Company has Made Available each form of award agreement under the Company Stock Plans, as well as copies of any award agreement, including those which have performance conditions, under the Company Stock Plans that deviates materially from any such form of award agreement. (assumingc) Except as set forth in this Section 4.06, as of the date of this Agreement, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company or the Company Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of the Company Subsidiaries, (iii) options, warrants or other rights or arrangements to acquire from the Company or any of the Company Subsidiaries, or other obligations or commitments of the Company or any of the Company Subsidiaries 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 or any of the Company Subsidiaries, (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company or any of the Company Subsidiaries (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound with respect to the voting of any RSU Award that is subject shares of capital stock of the Company or any of the Company Subsidiaries, or (vi) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company or any of the Company Subsidiaries. There are no outstanding obligations or commitments of any character of the Company or any of the Company Subsidiaries to vesting based on repurchase, redeem or otherwise acquire any of the achievement Company Securities or any of performance goalsthe capital stock of the Company Subsidiaries (other than withholding for Taxes in the ordinary course for settlements of Company RSUs). No Company Subsidiary owns any Company Securities. (d) Since January 1, 2015, the achievement Company has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued (other than issuances resulting from the exercise of target performance goalsCompany Stock Options, issuances under the Company ESPP, or settlements of Company RSUs), or authorized or effected any split-up or any other recapitalization of, any Company Securities, or directly or indirectly redeemed, purchased or otherwise acquired any Company Securities. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Stock Options, convertible into, or exchangeable for, securities having the right to vote) and (C) the date on any matters on which such RSU Award was granted, (y) with respect to each stockholders of the Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andmay vote.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 (i) 7,500,000 shares of common stock, $0.01 par value per share ("Company Common Stock"), of which 3,450,825 shares are issued and outstanding and 952,978 shares are held as treasury shares; and (ii) 1,000,000 shares of preferred stock, $0.01 par value per share, none of which are issued and outstanding, but 7,500 shares of which are reserved for issuance pursuant to the terms and conditions of the Rights Agreement dated July 28, 1997, between Company and ▇▇▇▇▇▇ Trust and Savings Bank, as Rights Agent (the "Rights Agreement"). All of the issued and outstanding shares of Company Common Stock have been duly and 5,000,000 shares of preferred stock validly authorized and issued, and are fully paid and non-assessable. None of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 outstanding shares of Company Common Stock (including Company Restricted Stock) were has been issued and outstanding, all in violation of which were duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive rights, (ii) no shares of preferred stock rights of the Company were issued and outstanding, and (iii) no current or past stockholders of Company. All of the outstanding shares of Company Common Stock were held have been issued in treasurycompliance with all federal and state securities laws. (b) As of the close of business on the Specified Datedate hereof, (i) 2,000 Company has reserved 30,903 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price for issuance under various stock option and stock incentive plans disclosed in Disclosure Schedule 4.05 of $6.98 per share the Disclosure Schedule of Company Common Stockfor the benefit of the employees, directors, former employees and former directors of Company (iicollectively, the "Company Stock Option Plan") 598,054 pursuant to which options covering 551,952 shares of Company Common Stock were issuable in respect (each, a "Company Stock Option") are outstanding and unexercised as of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)the date hereof. As of the close of business on the Specified Datedate hereof, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of 1,107 shares of Company Common Stock underlying such RSU Award (assumingare issued and outstanding under Company's Bank Incentive Plan disclosed in Disclosure Schedule 4.05 of the Disclosure Schedule of Company. Except as set forth in the Rights Agreement and in this Section 4.05, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of there are no shares of capital stock or other equity securities of Company Common Stock underlying such outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Company, or contracts, commitments, understandings, or arrangements by which Company Optionis or may be bound to issue additional shares of its capital stock or options, (C) the type (incentive warrants, or nonqualified) and (D) the exercise price per share, andrights to purchase or acquire any additional shares of its capital stock.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 133,500,000 shares, without par value, of which (i) 133,380,000 shares have been classified as Company Common Stock and (ii) 120,000 shares have been classified as Company Series A Preferred Stock. (b) At the close of business on February 10, 2010: (i) 99,841,005 shares of Company Common Stock were issued and 5,000,000 shares outstanding, of preferred stock of the Company. As of the close of business on October 9which 202,200 were subject to vesting and other forfeiture restrictions or repurchase conditions (each, 2023 (the a “Specified DateCompany Restricted Share”), (iii) 19,353,641 500 shares of Company Series A Preferred Stock were issued and outstanding, (iii) 4,053,961 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and (including iv) 50,200 shares of Company Common Stock were reserved for issuance upon conversion of Company Series A Preferred Stock. Except as set forth above, as of February 10, 2010, no Securities of the Company were issued, reserved for issuance or outstanding. Except for the Company Restricted Stock) were Shares, all issued and outstandingoutstanding Company Common Stock and Company Series A Preferred Stock have been, and all shares of which were Company Common Stock that may be issued pursuant to the vesting of Company Stock-Based Awards or upon conversion of Company Series A Preferred Stock will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of are subject to no preemptive or similar rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (bc) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.3(c) of the Company Disclosure Letter sets forth a true and complete listeach Company Stock Plan and, as of February 12, 2010, the close aggregate number of business on shares of Company Common Stock relating to outstanding awards under each Company Stock Plan, determined assuming that the Specified Date, (x) maximum level of performance is achieved with respect to each RSU Company Performance Award and Company Phantom Performance Award. The Company has made available to Parent the form of agreement related to each such award. No material changes have been made to such form in connection with any award. The Company has made available to Parent a list that is current, accurate and complete in all material respects, as of February 12, 2010, of each Company Stock-Based Award, of (A) including the name of the holder thereof, the name of the Company Stock Plan under which such award was granted and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assumingsubject thereto, with respect to any RSU Award determined assuming that is subject to vesting based on the achievement maximum level of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) is achieved with respect to each Company Option, Performance Award and Company Phantom Performance Award. (d) There are no preemptive or similar rights on the part of (A) the name and any holder of any class of Securities of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations 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 holders of any class of Securities of the Company or any Company Subsidiary on any matter submitted to such holders of Securities. There are no Equity Rights, commitments, contracts, arrangements or undertakings of any kind to which the Company Optionor any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any Securities of the Company or any Company Subsidiary, or any Equity Rights of the Company or any Company Subsidiary, (Bii) obligating the number Company or any Company Subsidiary to issue, grant, extend or enter into any such Equity Right, commitment, contract, arrangement or undertaking 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 shares Securities of the Company Common or any Company Subsidiary, except as set forth in the terms of the Company Series A Preferred Stock underlying such or the Company OptionStock-Based Awards. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, (C) redeem or otherwise acquire any Securities or Equity Rights of the type (incentive Company or nonqualified) any Company Subsidiary, except as set forth in the terms of the Company Series A Preferred Stock or the Company Stock-Based Awards. There are no proxies, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party or is bound with respect to the voting of the Securities of the Company. Solely for purposes of this Section 3.3(d), HATLP, OCOP and (D) the exercise price per share, andPLNL shall each be deemed to be a Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 of: (i) 200,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock stock, par value $0.001 per share, all of the Companywhich are undesignated. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (i) 19,353,641 53,939,431 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no 6,706,432 shares of preferred stock Company Common Stock were subject to issuance pursuant to Company Options, (iii) 3,618,722 shares of the Company Common Stock were issued and outstandingsubject to issuance pursuant to unvested Company Restricted ​ Stock Awards, and (iiiiv) no 0 shares of Company Common Stock were held in treasuryby the Company as treasury shares. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.4(b) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Datedate hereof, (x) with respect to each RSU Award, a list of (Ai) all outstanding Company Options, including the name and holder of such RSU Awardgrant date, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on each such award, and the achievement of performance goals, the achievement of target performance goals) exercise price per share and (Cii) all outstanding Company Restricted Stock Awards, including the grant date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying subject to each such award. (c) Each Company OptionCompensatory Award was (i) granted in accordance with the terms of the applicable Company Equity Incentive Plan and applicable Law, and (Cii) validly issued and properly approved by the type board of directors of the Company (incentive or nonqualifieda duly authorized committee or subcommittee thereof) no later than the date of grant in material compliance with all applicable legal requirements and recorded on the Company’s financial statements in accordance with GAAP. Each Company Option was granted with an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of the Company Common Stock on the date of grant. (d) (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 any of the Acquired Companies; and (iii) there is no contract to which any of the Acquired 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. 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 Common Stock. No Subsidiary of the Company owns any shares of Company Common Stock. (e) There are no bonds, debentures, notes, or other indebtedness of the Acquired Companies having the right to vote (or convertible or exercisable or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. (f) As of the date hereof, and except as set forth in Sections 4.4(a) and (Db), there is no: (i) outstanding subscription, option, call, warrant, or other right (whether or not currently exercisable) to acquire any shares of the exercise price per sharecapital stock, andrestricted 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 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 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. ​ (g) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (h) Section 4.4(h) of the Company Disclosure Schedule sets forth the name, the number, and type of outstanding equity interests and jurisdiction of incorporation or organization of each (i) Company Subsidiary and (ii) entity (other than the Company Subsidiaries) in which the Company or any Company Subsidiary owns any equity interest. All of the outstanding equity interests or other ownership interests in each Company Subsidiary have been validly issued, fully paid, and nonassessable, and are owned by the Company, free and clear of all Encumbrances, other than transfer restrictions imposed under applicable securities Laws. There are no options, warrants, rights, calls, puts, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of any Company Subsidiary or Contracts to which any Company Subsidiary is a party or by which any Company Subsidiary is bound obligating any Company Subsidiary to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiary. Except as set forth on Section 4.4(h) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest, voting interest, or other equity interest in any Person (other than the Company Subsidiaries), nor does the Company nor any Company Subsidiary have any obligation, contingent, or otherwise, to participate in, provide funds to, make any loan, capital contribution, guarantee, or consummate any other investment in any Person.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 25,000,000 shares of Company Common Stock and 5,000,000 3,000,000 shares of preferred stock of the Company, par value $0.01 per share (none of which are issued or outstanding). At the close of business on April 11, 2019, (i) 15,500,246 shares of Company Common Stock were issued and outstanding (excluding treasury shares) and (ii) 398,663 shares of Company Common Stock were held by the Company in its treasury. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive or similar rights. No Company Subsidiary owns any shares of capital stock of the Company. As of the close of business on October 9April 11, 2023 (the “Specified Date”)2019, (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 252,400 shares of Company Common Stock were held in treasury. (b) As of reserved for issuance pursuant to Company Equity Awards not yet granted under the close of business on the Specified DateCompany Stock Plans, (iii) 2,000 168,500 shares of Company Common Stock were issuable with respect subject to issuance upon exercise of outstanding Company Stock Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (iiiii) 598,054 66,000 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance subject to issuance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses Opportunity Awards. (ib) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.06(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the close of business on the Specified DateApril 11, (x) with respect to each RSU Award2019, a complete and correct list of (A) the name and holder of such RSU Award, (Bi) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) outstanding Company Stock Options and (C) the date on which such Company RSU Award was grantedOpportunity Awards, (yii) with respect to each all outstanding Company OptionStock Options, of (A) the name and holder of such Company Option, (B) including the number of shares of Company Common Stock underlying subject to such Company Optionaward, (C) the type (incentive or nonqualified) grant date, the vesting schedule and (D) the expiration date thereof, and the exercise or purchase price per share, andif applicable, and (iii) all outstanding Company RSU Opportunity Awards, including the number of shares of Company Common Stock subject to such award, the grant date and the vesting schedule. The Company has made available to Parent the names of all holders of outstanding Company Stock Options and Company RSU Opportunity Awards as of April 11, 2019. The Company stock plans set forth on Section 4.06(b) of the Company Disclosure Letter (the “Company Stock Plans”) are the only plans or programs the Company or any of the Company Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity and equity-based awards are outstanding and no awards other than Company Stock Options and Company RSU Opportunity Awards have been granted under the Company Stock Plans or otherwise. With respect to each grant of a Company Equity Award, (i) each such grant was made in accordance with the terms of the applicable Company Stock Plan and applicable Law, and (ii) each such grant was properly accounted for in accordance with GAAP in the Company SEC Documents (including financial statements) and all other applicable Laws. (c) Except as set forth in this Section 4.06, there are no outstanding (i) shares of capital stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company or the Company Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests of the Company or any of the Company Subsidiaries, (iii) options, warrants, calls or other rights or arrangements to acquire from the Company or any of the Company Subsidiaries, or other obligations or commitments of the Company or any of the Company Subsidiaries 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 or any of the Company Subsidiaries, (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company or any of the Company Subsidiaries (the items in clauses (i)—(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of the Company Subsidiaries or (vi) contractual obligations or commitments of any character (whether contingent or otherwise) restricting the transfer of, or requiring the registration for sale of, granting any preemptive or anti-dilution rights with respect to or requiring the repurchase, redemption, disposition or acquisition, or containing any right of first refusal with respect to any shares of capital stock or debt securities of the Company or any of the Company Subsidiaries. There are no outstanding obligations or commitments of any character of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities or any of the capital stock of the Company Subsidiaries. All Company Stock Options and Company RSU Opportunity Awards may, by their terms, be treated in accordance with Section 2.05. (d) The Company has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock, other than as a result of any cashless exercise of any Company Stock Option. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Stock Options and Company RSU Opportunity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 13,000,000 shares of Company Common Stock and 5,000,000 7,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 no par value (the “Specified DatePreferred Stock”), (i) 19,353,641 . There are 8,999,995 shares of Company Common Stock (including outstanding, of which zero shares constitute Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and Preferred Stock outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 764,896 shares of Company Common Stock were issuable with respect are subject to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Options and 235,104 shares of Common Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares are reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for future issuance pursuant to equity awards not yet granted under the Company Stock Purchase Option Plan. . (c) Section 3.02(b3.05(c) of the Company Seller Disclosure Letter Schedule sets forth a true complete and complete list, as of the close of business on the Specified Date, (x) accurate list that sets forth with respect to each RSU AwardCompany Option and each award of Company Restricted Stock outstanding immediately prior to the Closing (giving effect to all accelerated vesting triggered by the transactions described in this Agreement, but not giving effect to any exercise of such Company Options) the following information: (Ai) the name and of the holder of such RSU AwardCompany Option or Company Restricted Stock; (ii) the type of award (whether a Company Option, award of Company Restricted Stock or another type of award); (Biii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to such award; (iv) the per share exercise price (if any) of such award; (v) the applicable vesting based on schedule, and the achievement of performance goalsextent to which such award is vested and exercisable, the achievement of target performance goals) and if applicable; (Cvi) the date on which such RSU Award award was granted; (vii) the date on which such award expires (if applicable); and (viii) if such award is a Company Option, whether such Company Option is an “incentive stock option” (yas defined in the Code) or a non-qualified stock option. The Company has made available to Buyer accurate and complete copies of all equity plans pursuant to which any outstanding Company Options or awards of Company Restricted Stock were granted by the Company, and the forms of all agreements evidencing such Company Options and awards of Company Restricted Stock. All grants of Company Options and awards of Company Restricted Stock were recorded on the Company’s financial statements (including, any related notes thereto) in accordance with GAAP. There are no outstanding or authorized stock appreciation, restricted stock units, phantom stock, profit participation or similar rights or equity based awards with respect to each the Company. (d) All outstanding Shares have been duly authorized and validly issued and are fully paid and non assessable. All Company Option, of (A) the name Options and holder of such Company Option, (B) the number of shares of Company Common Restricted Stock underlying have been granted or issued in material compliance with all Applicable Laws and in accordance with the terms of the Company Option Plan and the agreement evidencing such Company OptionOptions and Company Restricted Stock. Except for Company Options as set forth in Section 3.05(c) and the Shares set forth in Section 3.05(a), there are no outstanding (i) shares of capital stock or voting securities of the Company, (Cii) securities of the type Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (incentive iii) options, warrants or nonqualifiedother rights to acquire from the Company or any other Person, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the securities listed in clauses (i), (ii) and (Diii) of this Section 3.05(d) being referred to collectively as the exercise price per share“Company Securities”). There are no outstanding obligations of the Company to repurchase, andredeem or otherwise acquire any Company Securities.