Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized share capital stock of Parent is made up of 472,504,060 Parent Common Shares (ordinary shares) and options that are exercisable into 27,925,000 Parent Common Shares. Except as set forth in Section 5.2(a) of the Parent Disclosure Letter, 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 Parent may vote are issued or outstanding. All issued and outstanding Parent Common Shares are, all Parent Common Shares that may be issued as permitted by this Agreement will be, and all Parent Common Shares that may be issued pursuant to the exercise of the Parent Stock Options, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid, and free of preemptive rights. Other than the Parent Stock Options and those convertible notes set forth in Section 5.2(a), as of the date Signing Date, there are no outstanding or authorized (x) options, warrants, preemptive rights, subscriptions, calls or other rights, or claims or commitments of any character obligating any Parent Entity to issue, transfer or sell any shares or other equity interest in any Parent Entity or securities convertible into or exchangeable for such shares or equity interests, (y) contractual obligations of Parent Entity to repurchase, redeem or otherwise acquire any shares of any Parent Entity or any of the securities or agreements listed in clause (x) of this Agreement consists sentence, or (z) voting trusts or similar agreements to which any Parent Entity is a party with respect to the voting of (i) 200,000,000 the shares of any Parent Common Stock, par value $0.0001 per share, Entity. Section 5.2(a) of which 35,187,344 shares have been issued and are the Parent Disclosure Letter sets forth the following information with respect to the Parent Stock Options outstanding as of the close Signing Date: (i) aggregate number of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and Parent Common Shares issuable upon exercise thereof; (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued exercise price; (iii) issue date; and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury(iv) termination date. (bi) All of the issued and outstanding capital shares (or equivalent equity interests of entities other than corporations) of each Parent Common Stock Material Subsidiary are owned, directly or indirectly, by Parent (except for any such shares or equity interests representing an immaterial ownership required under the Laws of any non-U.S. jurisdiction to be owned by others) free and clear of any Liens, other than such restrictions as may exist under applicable Law, and all such shares or other equity interests have been duly authorized and validly issued, and are fully paid and nonassessable. None free of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except (ii) except as contemplated herein and as set forth described in Section 3.6(b)(i5.2(a) of the Parent Disclosure ScheduleLetter, there is no neither Parent Contract relating to the voting or registration ofnor any of its Subsidiaries owns any equity interest in any other Person, or restricting is obligated to make any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant capital contribution to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or investment in any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 600,000,000 shares of Parent Common StockStock and 50,000,000 shares of preferred stock, par value $0.0001 per shareshare (“Parent Preferred Stock”). As of February 5, 2020, (i) 275,617,654 shares of which 35,187,344 shares have been Parent Common Stock are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 no shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been Parent Preferred Stock are issued and are outstanding as of the date of this Agreementoutstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been are, and any additional shares of Parent Common Stock issued by Parent after the date hereof and prior to the First Effective Time will be, duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or , and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockright. Except as set forth in this Section 3.6(b)(ii5.03(a) and for changes after the date hereof resulting from either the vesting of awards granted pursuant to the Parent Equity Plans outstanding on the date hereof or the exercise of the purchase rights under the Parent Disclosure ScheduleESPP, there are no outstanding shares of capital stock of or other voting securities or ownership interests in Parent. (b) There are no outstanding contractual obligations of Parent is not under or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or Parent Stock Rights or to pay any dividend or make any other securitiesdistribution in respect thereof. There are no shareholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of Parent or any of its Subsidiaries. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close date hereof, neither Parent nor any of business on the Reference Date, Parent its Subsidiaries has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire provided any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights guarantee with respect to material indebtedness of another Person, other than Parent or Merger Subany wholly-owned Subsidiary of Parent. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 one hundred million (100,000,000) shares of Parent Common Stock, $.0001 par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchasevalue, and (ii) 10,000,000 twenty million (20,000,000) shares of “blank check” preferred stock stock, $.0001 par value (“Parent Preferred Stock”). As of the date of this Agreement, (A) 5,000,000 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, (B) no shares of Parent Common Stock were held in the treasury of Parent, par value $0.0001 per share, of which (C) no shares have been of Parent Common Stock were reserved for future issuance pursuant to outstanding stock options or stock incentive rights granted pursuant to any stock option plan, and (D) no shares of Parent Preferred Stock were issued or outstanding. Except as contemplated by this Agreement and are outstanding as set forth in Section 5.4(a) of the Parent Disclosure Schedule, as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is are no Parent Contract options, warrants or other rights, agreements, arrangements or commitments of any character relating to the voting issued or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares unissued capital stock of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the obligating Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem issue or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive sell any shares of capital stock of, or other securities of equity interests in, Parent or Merger Sub. There are no outstanding contractual obligations of Parent to repurchase, redeem or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding otherwise acquire any shares of Parent Common Stock, Parent Options, Parent RSUs and Preferred Stock or any other securities of Parent. The shares of Parent have been Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and granted in material compliance with nonassessable and not subject to preemptive rights created by statute, Parent’s certificate of incorporation or bylaws, or any agreement to which Parent is a party or by which Parent is bound. (b) As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (i) all applicable securities Laws and other applicable Laws1,000,000 shares of Merger Sub Common stock, $.0001 par value, and (ii) 1,000,000 shares of “blank check” preferred stock, $.0001 par value (“Merger Sub Preferred Stock”). As of the date of this Agreement, (A) 1,000 shares of Merger Sub Common Stock were issued and outstanding, each of which are held by Parent, and all requirements of which were validly issued, fully paid and nonassessable, (B) no shares of Merger Sub Common Stock were held in the treasury of Merger Sub, (C) no shares of Merger Sub Common Stock were reserved for future issuance pursuant to outstanding stock options or stock incentive rights granted pursuant to any stock option plan, and (D) no shares of Merger Sub Preferred Stock were issued or outstanding. Except as contemplated by this Agreement and as set forth in applicable ContractsSection 5.4(b) of the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Merger Sub obligating Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Merger Sub. There are no outstanding contractual obligations of Merger Sub to repurchase, redeem or otherwise acquire any shares of Merger Sub Common Stock or Merger Sub Preferred Stock.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding 400,000,000 shares of Parent Common Stock have been duly authorized and 5,000,000 shares of preferred stock. As of the date hereof (i) 39,763,603 shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of Parent Common Stock are held in the treasury of the Company, (iii) no shares of Parent Common Stock are held by the Parent Subsidiaries, (iv) 5,495,205 shares of Parent Common Stock are reserved for future issuance pursuant to outstanding options and warrants to purchase Parent Common Stock ("PARENT STOCK OPTION"), of which 4,195,377 and 1,299,828 shares of Parent Common Stock are reserved for future issuance pursuant to unvested, outstanding and vested, outstanding, unexercised Parent Stock Options, respectively, and (v) no shares of Parent preferred stock are issued and outstanding. Except for the shares of Parent Common Stock issuable pursuant to the Parent Stock Plans, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Parent is a party or by which Parent is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Parent or any Parent Subsidiary. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. None of the There are no outstanding shares contractual obligations of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any Parent or Merger Sub; (ii) Subsidiary. Each outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares share of capital stock or other securities of each Parent Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by Parent or Merger Subanother Parent Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Parent's or such other Parent Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no material outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to contractual obligations of Parent or Merger Subany Parent Subsidiary to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary or any other person. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The As of the date hereof, the authorized share capital of Parent is €1,740,464,869.29, represented by 3,551,969,121 shares, each of 49 euro-cents nominal value, all of the same class and series, fully subscribed and paid up. All outstanding shares of the capital stock of Parent as (and all of the date shares to be delivered as Share Consideration) have been or will be prior to issuance in accordance with this Agreement, as applicable, duly authorized and all of the outstanding shares of capital stock of Parent (and all of the shares to be delivered as Share Consideration), have been, or, when issued and delivered in accordance with the terms of this Agreement consists of (i) 200,000,000 shares of Parent Common Stockwill have been, par value $0.0001 per sharevalidly issued, of which 35,187,344 shares have been issued fully paid and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are nonassessable and not subject to Parent’s right of repurchaseany preemptive rights, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which with no shares have been issued and are outstanding as personal liability attaching to the ownership thereof. As of the date of this Agreement, no Voting Debt of Parent is issued or outstanding. As of the date of this Agreement, except pursuant to this Agreement, Parent does not hold have and is not bound by any shares outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of its capital stock in its treasury. (b) All of any character calling for the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled purchase or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration issuance of, or restricting the payment of any Person from purchasingamount based on, sellingany Parent Ordinary Shares, pledging Voting Debt or any other equity securities of Parent or any securities representing the right to purchase or otherwise disposing of (receive any Parent Ordinary Shares, Voting Debt or granting any option or similar right with respect to), any shares other equity securities of Parent Common Stockor any Parent Subsidiary. Except as set forth in Section 3.6(b)(ii) As of the date of this Agreement, there are no contractual obligations of Parent Disclosure Schedule, or any Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities equity security of Parent or Merger Sub; any securities representing the right to purchase or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or otherwise receive any shares of capital stock or any other securities equity security of Parent. Neither Parent nor any of its Subsidiaries is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or Merger Sub. There are no outstanding granting any preemptive or authorized stock appreciation, phantom stock, profit participation or other similar antidilutive rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stockto, Parent Options, Parent RSUs and other any securities of the type referred to in the preceding sentence. Following receipt of the Parent have been issued Shareholder Approval, none of the Parent Ordinary Shares will be entitled to preemptive rights in connection with the Transaction and granted in material compliance with (i) all applicable securities Laws and the other applicable Laws, and (ii) all requirements set forth in applicable Contractstransactions contemplated hereby.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 240,000,000 Parent Shares and 1,000,000 shares of Parent Common Preferred Stock, par value $0.0001 1.00 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and share (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. “Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect toPreferred Stock”), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on July 28, 2017 (the Reference “Parent Capitalization Date”), (i)(A) 120,315,116 Parent has Shares were issued and outstanding and (iB) reserved 11,591,459 no Parent Shares were held in treasury, (ii) no shares of Parent Common Preferred Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been were issued and are currently outstanding, of which 16,175 shares are (iii) 2,604,432 Parent Shares were subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of outstanding options to purchase Parent Options previously granted Shares and currently (iv) 2,618,300 Parent Shares were subject to outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as restricted stock units. As of the close of business on July 28, 2017, the Reference Datefully diluted Parent Shares outstanding is 121,510,732 Parent Shares. (b) Except as described in Section 4.2(a), there are no options, warrants, calls, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other preemptive or outstanding rights, agreements, arrangements or commitments of any character obligating Parent to issue, acquire or sell any Parent Shares or other Equity Interests of Parent or any securities obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, and 1,733,281 shares remain available for future issuance pursuant to no securities or obligations evidencing such rights are authorized, issued or outstanding. (c) There are no outstanding contractual obligations of Parent (i) affecting the Parent Equity Incentive Plans; and voting rights of, (ii) 1,049,354 shares have been reserved and available requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iii) requiring the registration for purchase under the sale of or (iv) granting any preemptive or antidilutive rights with respect to, any Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPShares or other Equity Interests in Parent. (d) Except for the All Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) Shares to acquire any shares be issued as part of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent Consideration have been duly authorized and, when issued and granted delivered in material compliance accordance with (i) all applicable securities Laws the terms of this Agreement, will have been validly issued, fully paid and other applicable Laws, non-assessable and (ii) all requirements set forth in applicable Contractsfree of pre-emptive rights.

Capitalization. (a) The authorized capital stock of Parent consists of (i) 115,000,000 shares of common stock, with no par value per share (the “Parent Common Stock”), of which, as of June 21, 2021 (the “Parent Capitalization Date”), 73,927,238 were issued and 71,743,885 were outstanding, and (ii) 2,000,000 shares of preferred stock, no par value per share (“Parent Preferred Stock”), none of which were issued and outstanding as of the Parent Capitalization Date. As of the Parent Capitalization Date, 2,210,216 shares of Parent Common Stock were authorized for issuance upon exercise of options issued pursuant to employee and director stock plans of Parent or a Subsidiary of Parent in effect as of the date of this Agreement consists of (i) 200,000,000 shares of the “Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this AgreementStock Plans”). Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent 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. Upon issuance of any Parent Common Stock in accordance with the terms of Parent Stock Plans, such stock will be duly authorized, validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. None As of the outstanding shares date of this Agreement, no Voting Debt of Parent Common Stock is entitled issued or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentoutstanding. Except as contemplated herein pursuant to this Agreement and as set forth the options described in this Section 3.6(b)(i) 4.2, Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the Parent Disclosure Schedule, there is no Parent Contract relating to the voting purchase or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing issuance of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under Preferred Stock, Voting Debt of Parent or any obligationother equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of Parent Common Stock, nor is it bound by Parent Preferred Stock, Voting Debt of Parent or other equity securities of Parent. There are no contractual obligations of Parent or any Contract pursuant to which it may become obligated, of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities equity security of Parent or Merger Sub; its Subsidiaries or (iii) condition any securities representing the right to purchase or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or otherwise receive any shares of capital stock or any other securities equity security of Parent or Merger Subits Subsidiaries or (ii) pursuant to which Parent or any of its Subsidiaries is or could be required to register shares of Parent capital stock or other securities under the Securities Act. There are no outstanding or authorized stock appreciation, phantom stock, profit participation voting trusts or other similar rights agreements or understandings to which Parent, any Subsidiary of Parent or, to the Knowledge of Parent, any of their respective officers or directors, is a party with respect to Parent or Merger Sub. (e) All outstanding shares the voting of any Parent Common Stock, Parent OptionsPreferred Stock, Parent RSUs and Voting Debt or other equity securities of Parent. The shares of Parent have been Common Stock to be issued pursuant to the Merger will be duly authorized and granted in material compliance with (i) validly issued and, at the Effective Time, all applicable securities Laws and other applicable Lawssuch shares will be fully paid, nonassessable, and free of preemptive rights, with no personal liability attaching to the ownership thereof. (iib) Parent directly owns all requirements set forth in applicable Contractsof the outstanding stock of Columbia Bank.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of At the close of business on the Reference Date, the authorized capital stock of which 16,175 Parent consists of 50,000,000 shares are subject to Parent’s right of repurchase, Parent Common Stock and (ii) 10,000,000 5,000,000 shares of preferred stock of Parentstock, par value $0.0001 per shareshare (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which no shares have been issued and are outstanding as of business on the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. Reference Date, (bi) All of the outstanding 19,324,718 shares of Parent Common Stock have been duly authorized are issued and validly issued, outstanding and are fully paid and nonassessable. None of the outstanding (ii) no shares of Parent Common Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right are issued and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentoutstanding. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of At the close of business on the Reference Date, Parent has (i) reserved 11,591,459 3,000,000 shares of Parent Common Stock (including reserves for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued outstanding options and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved restricted stock units) for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Stock Plans; . As of the Reference Date, there were outstanding (i) Parent Options to acquire 771,527 shares of Parent Common Stock and (ii) 1,049,354 Parent Warrants that may be settled into 15,411,813 shares of Parent Common Stock. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.0001 per share, all of which have been reserved validly issued, are fully paid and available for purchase under nonassessable and are owned by Parent free and clear of any Lien. Section 4.04(a) of the Parent ESPPDisclosure Schedules sets forth for each Parent Subsidiary the amount of its authorized share capital, 109,781 the amount of its issued and outstanding share capital and the record owners of its issued and outstanding share capital, and there are no other shares have been or other equity securities of any Parent Subsidiary issued, reserved for issuance or outstanding, in each case as of the date hereof. All of the issued under the and outstanding equity securities and other securities of each Parent ESPP Subsidiary are owned of record and 939,573 shares remain available for future purchase under the beneficially by Parent ESPPor one or more Parent Subsidiaries, free and clear of all Liens. (db) Except for Other than the Parent Plans, including Options and the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPWarrants, there is no: (i) outstanding subscriptionare no options, optionrestricted shares, callrestricted share units, warrant phantom equity awards, warrants, preemptive rights, calls, convertible securities, conversion rights or right (whether other rights, agreements, arrangements or not currently exercisable) commitments of any character relating to acquire the issued or unissued capital stock of Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or sell any shares of the capital stock of, or other equity interests in, Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary is a party to, or otherwise bound by, and neither Parent nor any Parent Subsidiary has granted, any equity appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of the Parent Common Stock, Parent Preferred Stock or any of the equity interests or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares Parent Subsidiary. As of the capital stock or other securities date hereof, except as set forth in Section 4.04(a) of the Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by Disclosure Schedules, neither Parent nor any Person to the effect that such Person is entitled to acquire or receive Parent Subsidiary owns any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subequity interests in any person. (ec) Parent Common Stock is listed on Nasdaq and Parent will use its best efforts to maintain such listing immediately after Closing. (d) All outstanding shares forms of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent Warrants have been issued Made Available to the Company and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsno outstanding Parent Warrant materially deviates from such forms as have been Made Available to the Company.

Capitalization. (ai) The authorized capital stock of Parent as of the date of this Agreement consists of 5,000,000 shares of preferred stock (of which 400,000 shares have been designated Series A Junior Participating Preferred Stock and 1,133,786 shares have been designated Series B Preferred Stock) and 60,000,000 Parent Shares. As of January 31, 1999, (i) 200,000,000 there were no shares of Parent Common Series A Junior Participating Preferred Stock, par value $0.0001 per share, 1,133,786 shares of which 35,187,344 shares have been Series B preferred stock and 30,775,227 Parent Shares issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares options to subscribe for an aggregate of preferred stock of Parent, par value $0.0001 per share, of which no shares have been 4,518,120 Parent Shares were outstanding. All such issued and are outstanding Parent Shares and all Parent Shares issued in connection with the Merger have been, or will be, as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been case may be, duly authorized and validly issued, and are issued in compliance with applicable securities laws as fully paid or credited as fully paid and nonassessable. None of were not and, in the outstanding shares case of Parent Common Stock is entitled or subject to Shares issued in connection with the Merger, will not have been, issued in violation of any preemptive right, right of participation, right of maintenance or any similar right and none . None of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor or similar right of Parent. Except as contemplated herein and Parent or any of its Subsidiaries, and, except as set forth in Section 3.6(b)(iSchedule 3.2(c) delivered to the Company by Parent prior to the execution of the Parent Disclosure Schedulethis Agreement, there is no Parent Contract contract or arrangement relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Shares and Parent is not under any no obligation, nor is it bound by any Contract contract or arrangement pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Parent Shares. Except as set forth in this Section 3.2(c) or on Schedule 3.2(c) delivered to the Company by Parent and except for changes since January 31, 1999 resulting from the granting or exercise of options or stock purchase rights under any applicable Parent Employee Benefit Plan (defined below) or the conversion of shares of convertible preferred stock into Parent Common Stock or other securities. (c) Except for the Parent PlansShares, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares there is no capital stock of Parent Common Stock for issuance under the Parent Equity Incentive Plansauthorized, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently or outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or are not currently exercisable) to acquire any shares as of the date hereof, and at the Effective Time there will not be, any outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to Parent Shares or any other capital stock or other securities of Parent, pursuant to which Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into obligated to issue, sell, grant or exchangeable for purchase, redeem or otherwise acquire Parent Shares or any shares of the other capital stock or other securities convertible into, exchangeable for, or evidencing the right to subscribe for, any capital stock of Parent or Merger Sub; or Parent. (iiiii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for All of the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any outstanding shares of capital stock of each of Parent's Subsidiaries (other than directors' qualifying shares), except for corporate Subsidiaries with no material assets or other securities of Parent liabilities, contingent or Merger Sub. There are no outstanding or authorized stock appreciationotherwise, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been validly issued as fully paid or credited as fully paid, were not issued in violation of any preemptive rights and granted in material compliance with (i) are beneficially owned, directly or indirectly, by Parent, free and clear of all applicable securities Laws and other applicable Lawsliens, and (ii) all requirements set forth in applicable Contractsencumbrances, options or claims whatsoever.

Capitalization. (a) The authorized authorized, issued and outstanding shares of capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been hereof are correctly set forth on Schedule 3.3(a). The issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of capital stock of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None , and have not been issued in violation of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentrights. Except Other than as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect todescribed on Schedule 3.3(a), Parent has no other equity securities or securities containing any shares equity features that are authorized, issued or outstanding. There are no agreements or other rights or arrangements existing which provide for the sale or issuance of capital stock by Parent Common Stock. Except as set forth in Section 3.6(b)(ii) and there are no rights, subscriptions, warrants, options, conversion rights or agreements of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant kind outstanding to which it may become obligated, to repurchase, redeem purchase or otherwise acquire any outstanding shares of from Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Subof any kind. There are no agreements or other obligations (contingent or otherwise) which may require Parent to repurchase or otherwise acquire any shares of its capital stock. Other than as described on Schedule 3.3(a), there are not currently any outstanding or authorized stock appreciation, phantom capital stock, profit participation options, warrants or other similar rights to acquire any shares of Parent capital stock. (b) There are no registration rights and, to Parent’s Knowledge, there exist no voting trusts, proxies, or other contracts with respect to Parent or Merger Subthe voting of shares of capital stock of Parent. (ec) All The authorized capital stock of Merger Subsidiary consists of One Hundred (100) shares of common stock, par value $0.001 per share, all of which are issued and outstanding and held of record by Parent as of the date hereof. The issued and outstanding shares of capital stock of Merger Subsidiary are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. Except as disclosed on Schedule 3.3(c), there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating Merger Subsidiary to issue, sell, purchase or redeem any shares of its capital stock or securities or obligations of any kind convertible into or exchangeable for any shares of its capital stock (d) The shares of Parent Common StockStock representing the Merger Consideration will be, Parent Optionswhen issued in accordance with the terms of this Agreement, Parent RSUs duly authorized, validly issued, fully paid and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsnonassessable.

Capitalization. (a) The Parent has no limit in its authorized share capital and it has an issued and outstanding share capital of one ordinary share of EUR1.00. The Memorandum and Articles of Association will be amended prior to the Closing as set forth in Section 8.2 hereunder. The authorized shares of stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common StockMerger Sub is 100 ordinary shares, par value $0.0001 0.01 per share, one (1) of which 35,187,344 shares have been is issued and are outstanding as outstanding. Parent owns all of the close outstanding equity securities of business on the Reference DateMerger Sub, free and clear of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasuryall Liens. (b) All Except for this Agreement, the Transactions, and the PIPE Subscription Agreements, as of the outstanding shares date hereof, there are no subscriptions, options, warrants, equity securities, or other ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Common Stock have been duly authorized and validly or Merger Sub is a party or by which it is bound obligating Parent or Merger Sub to issue, deliver or sell, or cause to be issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled delivered or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration ofsold, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock or other ownership interests of Parent or Merger Sub or obligating any of them to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment, or agreement. Neither Parent nor Merger Sub has any outstanding shares bonds, debentures, notes or other obligations the holders of which have or upon the happening of certain events would have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the shareholders or shareholders of Parent Common Stock or other securitiesMerger Sub on any matter. (c) Except for contemplated by this Agreement and the Parent PlansPIPE Subscription Agreements, Parent does not have any stock option plan or any other there are no registration rights, and there is no voting trust, proxy, rights plan, programanti-takeover plan, agreement or arrangement providing for other agreements or understandings to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound with respect to any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPtheir equity securities. (d) Except as provided for in this Agreement and the Parent PlansPIPE Subscription Agreements, including as a result of the Parent Optionsconsummation of the Transactions, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any no shares of the capital stock stock, warrants, options, or other securities of Parent or Merger Sub; (ii) outstanding securitySub are issuable and no rights in connection with any shares, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock warrants, options, or other securities of Parent or Merger Sub; Sub accelerate or otherwise become triggered (iiiwhether as to vesting, exercisability, convertibility or otherwise). (e) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other No outstanding equity securities of Parent or Merger Sub. There Sub are no outstanding unvested or authorized stock appreciationsubjected to a repurchase option, phantom stockrisk of forfeiture, profit participation or other similar rights condition under any applicable agreement with respect to Parent or Merger Sub. (ef) All outstanding shares of The Parent Common StockClass A Ordinary Shares, Parent OptionsClass B Ordinary Shares, HL Parent Warrants and Parent Warrants to be issued by Parent in connection with the Transactions, upon issuance in accordance with the terms of this Agreement, will be duly authorized and validly issued and such Parent Class A Ordinary Shares, Parent RSUs Class B Ordinary Shares, HL Parent Warrants and other securities Parent Warrants will be fully paid and nonassessable, free and clear of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsLiens.

Capitalization. (a) The authorized capital stock As of the Execution Date, the outstanding capitalization of Parent as of the date of this Agreement consists of 237,822 General Partner Units (ias defined in the Parent Partnership Agreement) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued 11,345,187 Parent Common Units and are outstanding as of the date of this AgreementParent Incentive Distribution Rights. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of such Parent Common Stock Units and the Parent Incentive Distribution Rights and the limited partnership interest represented thereby, have been duly authorized and validly issued, and are fully paid and nonassessableissued in accordance with the Parent Partnership Agreement. None As of the outstanding shares of Execution Date, no Parent Common Stock is entitled or Units were subject to outstanding options, unit appreciation rights, restricted units, or equity awards of any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentkind. Except as contemplated herein set forth above in this Section 4.4(a), as of the Execution Date there are not any Parent Common Units, partnership interests, voting securities or equity interests of Parent issued and outstanding or any Rights with respect to Parent Common Units, partnership interests, voting securities or equity interests of Parent issued or granted by, or binding upon, any of the Parent Group Entities, except as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to Partnership Agreement as in effect on the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common StockExecution Date. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure SchedulePartnership Agreement as in effect on the Execution Date, there are no outstanding obligations of Parent is not under or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Parent Group Entity to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock Units or other securities. (c) Except for the Parent Planspartnership interests, Parent does not have any stock option plan voting securities or equity interests or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Rights with respect to Parent Common Stock for issuance under the Parent Equity Incentive PlansUnits, partnership interests, voting securities or equity interests of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciationbonds, phantom stockdebentures, profit participation notes or other similar rights indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with respect to the limited partners of Parent or Merger Subon any matter. (eb) All outstanding shares of The Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been Units issued and granted in material compliance with (i) all applicable securities Laws and other applicable Lawsoutstanding as of the date hereof were, and (ii) all requirements set forth in applicable Contractsthe Parent Common Units to be issued pursuant to the Merger will, upon issuance, be, duly authorized and validly issued.

Capitalization. (a) The authorized capital stock of Parent as consists of (a) an unlimited number of common shares of Parent (the "Parent Common Shares") and (b) an unlimited number of preference shares of Parent (the "Parent Preferred Shares"). As of the date of this Agreement consists of hereof, (ia) 200,000,000 shares of 18,585,654 Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued Shares and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) no Parent Preferred Shares were issued and outstanding. All of the issued and outstanding shares of Parent Common Stock have been duly authorized and Shares are validly issued, and are fully paid and nonassessable. None of No Parent Common Shares or Parent Preferred Shares are held in the outstanding shares treasury of Parent Common Stock is entitled or subject to by any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares subsidiary of Parent Common Stock is subject (the "Parent Subsidiaries"). There are no issued or outstanding bonds, debentures, notes, convertible notes or other indebtedness of Parent having the right to vote on any right matters on which shareholders of first refusal in favor of ParentParent may vote. Except as contemplated herein and as set forth for the agreements or arrangements described in Section 3.6(b)(i) 4.04 of the Parent Disclosure Schedule, there is are no Parent Contract options, warrants or other rights, agreements, arrangements or commitments of any character relating to the voting issued or registration unissued stock of Parent or conditionally or absolutely obligating Parent or any Subsidiary to issue or sell any shares of stock of, or restricting any Person from purchasingother equity interests in, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares Parent. Section 4.04 of Parent Common Stock. Except as set Disclosure Schedule sets forth in Section 3.6(b)(ii) of details regarding the Parent Disclosure ScheduleExecutive Share Purchase Plan, including the relevant vesting times. All Parent is not under any obligationCommon Shares subject to issuance as aforesaid, nor is it bound by any Contract upon issuance on the terms and conditions specified in the instruments pursuant to which it may become obligatedthey are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding obligations (whether conditional or absolute) of Parent to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any PersonShares. As Each outstanding share of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities equity interest of each Parent or Merger Sub; (ii) outstanding securitySubsidiary is duly authorized, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock validly issued, fully paid and non-assessable and each such share or other securities equity interest owned by Parent is free and clear of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion all security interests, liens, claims, pledges, options, rights of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciationfirst refusal, phantom stockagreements, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stocklimitations on Parent's voting rights, Parent Options, Parent RSUs charges and other securities encumbrances of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsany nature whatsoever.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of 1,200,000,000 Parent Common Stock, par value $0.0001 per shareShares, of which 35,187,344 shares have been issued and are outstanding which, as of the close of business on April 17, 2024 (the Reference “Parent Capitalization Date”), of which 16,175 shares are subject to Parent’s right of repurchasethere were 408,343,887 Parent Shares issued and outstanding, and (ii) 10,000,000 2,000,000 shares of preferred stock of Parentstock, par value $0.0001 0.01 per share, of which no shares have been issued and are outstanding Parent (the “Parent Preferred Stock”), of which, as of the date of this Agreement. Parent does not hold any Capitalization Date, no shares of its capital stock Parent Preferred Stock were issued and outstanding. No Subsidiary of the Parent owns any Parent Shares or has any option or warrant to purchase any Parent Shares or any other Equity Interest in its treasury. (b) Parent. All of the outstanding shares of Parent Common Stock Shares have been duly authorized and validly issued, issued and are fully paid paid, nonassessable and nonassessable. None free of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securitiesrights. (cb) Except for As of the close of business on the Parent Capitalization Date, Parent has no Parent Shares subject to or reserved for issuance, except for (i) 2,052,560 Parent Shares subject to outstanding options to purchase Parent Shares under the Parent Equity Plans, (ii) 500,700 Parent does Shares underlying Parent restricted stock unit awards and deferred stock unit awards granted under the Parent Equity Plans, (iii) 3,320,641 Parent Shares underlying Parent restricted stock awards granted under the Parent Equity Plans, (iv) 701,769 Parent Shares available for purchase under the Parent Amended and Restated Employee Stock Purchase Plan (the “Parent ESPP”), and (v) 13,408,295 Parent Shares reserved for future issuance under the Parent Equity Plans (other than the Parent ESPP) for awards not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personyet granted. As of the close of business on the Reference Parent Capitalization Date, Parent has (i) reserved 11,591,459 no shares of Parent Common Preferred Stock subject to or reserved for issuance under issuance. All of the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been Shares reserved for issuance upon exercise as described above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as preemptive rights. (c) As of the close of business on the Reference Parent Capitalization Date, and 1,733,281 shares remain available for future issuance pursuant to other than the Parent Equity Incentive Plans; Interests identified in clauses (a) and (iib) 1,049,354 shares have been reserved above, there were no existing and available outstanding Equity Interests or other options, warrants, calls, subscriptions, preemptive rights, anti-dilution rights or other rights, shareholders’ rights plans or other agreements, convertible securities, awards of equity-based compensation (including phantom stock), agreements or arrangements of any character (or any obligations to enter into such agreements or arrangements), relating to or based on the value of any Equity Interests of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to issue, acquire, transfer, exchange, sell or register for purchase under the sale any Equity Interests of Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPor any of its Subsidiaries. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock There are no voting trusts or other securities agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of Parent Shares or other Equity Interests of Parent or Merger Sub; (ii) outstanding securityany of its Subsidiaries, instrument other than any such agreements solely between and among Parent and any of its Subsidiaries or obligation that is solely between and among two or may become convertible into or exchangeable for any shares more Subsidiaries of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger SubParent. There are no outstanding or authorized stock appreciationbonds, phantom stockdebentures, profit participation notes or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares indebtedness of Parent Common Stockhaving the right to vote (or convertible into, Parent Optionsor exchangeable for, Parent RSUs and other securities having the right to vote) on any matters on which holders of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsShares may vote.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.0001 0.01 per share, and 10,000,000 shares of which 35,187,344 shares have been issued and are outstanding as Preferred Stock, par value $0.01 per share. As of the close of business on December 2, 2016 (the Reference “Parent Capitalization Date”), of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding there were 50,654,989 shares of Parent Common Stock have been duly authorized outstanding and validly issued, and are fully paid and nonassessable. None of the outstanding no shares of Parent Common Parent’s Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personoutstanding. As of the close of business on the Reference Parent Capitalization Date, no shares of Parent Stock were reserved or to be made available for issuance, except as set forth in Section 5.2(a) of the Parent Disclosure Schedule. All of the issued and outstanding shares of Parent Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except (i) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, (ii) pursuant to any cashless exercise provisions of any options or pursuant to the surrender of shares to Parent or the withholding of shares by Parent to cover tax withholding obligations under Parent’s stock plans and arrangements set forth in Section 5.2(a) of the Parent Disclosure Schedule (collectively, and in each case as the same may be amended to the date hereof, the “Parent Stock Plans”), and (iii) as set forth elsewhere in this Section 5.2(a), Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, sale, repurchase, redemption or issuance of any shares of Parent Stock or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of the Parent capital stock (including any rights plan or agreement). Section 5.2(a) of the Parent Disclosure Schedule sets forth a true, complete and correct list of the aggregate number of shares of Parent Stock issuable upon the exercise of each stock option or subject to each restricted stock award granted under the Parent Stock Plans that was outstanding as of the Parent Capitalization Date and the exercise price for each such stock option. Since the Parent Capitalization Date, Parent has not (i) reserved 11,591,459 issued or repurchased any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than upon the exercise of employee stock options granted prior to such date and disclosed in this Section 5.2(a) or pursuant to the surrender of shares to Parent Common Stock for issuance or the withholding of shares by Parent to cover tax withholding obligations under the Parent Equity Incentive Stock Plans, of which 547,337 or (ii) issued or awarded any options, restricted shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding or other equity-based awards under the Parent Equity Incentive Stock Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (db) The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and are owned, of record and beneficially, solely by Parent. (c) Except for as set forth in Section 5.2(c) of the Parent PlansDisclosure Schedule, including the neither Parent Optionsnor any of its Subsidiaries own, the Parent RSUs and purchase rights under the Parent ESPPdirectly or indirectly, there is no: (i) outstanding subscriptionany equity or similar interest in, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become interest convertible into or exchangeable for, any equity or similar interest in, any corporation, partnership, joint venture or other similar business association or entity (other than its wholly owned Subsidiaries), with respect to which securities Parent or any of its Subsidiaries has invested (and currently owns) or is required to invest $5,000,000 or more. Except as set forth in Section 5.2(c) of the Parent Disclosure Schedule, Parent owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of Parent’s Subsidiaries free and clear of any Liens and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Neither Parent nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, repurchase, sale, redemption or issuance of any shares of the capital stock or any other securities equity security of any Subsidiary of Parent or Merger Sub; any securities representing the right to purchase or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or otherwise receive any shares of capital stock or any other securities equity security of Parent or Merger Subany such Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights restrictions on the Parent with respect to Parent or Merger Subvoting the stock of any Subsidiary of the Parent. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The As of the date hereof, the authorized share capital stock of Parent consists of 2,125,000,000 Parent Ordinary Shares and the Parent Special Share. At the close of business on September 1, 2000 (i) 1,484,609,903 Parent Ordinary Shares were issued and outstanding, (ii) one Parent Special Share was outstanding and (iii) except as set forth in Section 5.2 of the Parent Disclosure Schedule, no Voting Debt is issued or outstanding. All outstanding Parent Ordinary Shares are validly issued and fully paid and are not subject to preemptive rights, except as provided in Section 89 of the Companies Act of 1985 of the United Kingdom (the "Companies Act") and except as set forth in Section 5.2 of the Parent Disclosure Schedule. As of the date of this Agreement, except as set forth in Section 5.2 of the Parent Disclosure Schedule or pursuant to this Agreement and the employment, severance, deferred compensation or similar agreements that are maintained or contributed to as of the date of this Agreement consists (the "Parent Plans"), there are no options, warrants, calls, rights, commitments or agreements of (i) 200,000,000 any character to which Parent or any Parent Subsidiary is a party or by which it is bound obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital or other shares or any Voting Debt securities of Parent Common Stockor any Parent Subsidiary or obligating Parent or any Parent Subsidiary to grant, par value $0.0001 per shareextend or enter into any such option, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Datewarrant, of which 16,175 shares are subject to Parent’s right of repurchasecall, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance commitment or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockagreement. Except as set forth in Section 3.6(b)(ii) 5.2 of the Parent Disclosure Schedule, or other than in connection with the Parent is not under Plans, after the Scheme Effective Time, there will be no option, warrant, call, right, commitment or agreement obligating Parent or any obligationParent Subsidiary to issue, nor is it bound by deliver or sell, or cause to be issued, delivered or sold, any Contract pursuant to which it may become obligated, to repurchase, redeem capital or otherwise acquire other shares or any outstanding shares Voting Debt of Parent Common Stock or other securitiesany Parent Subsidiary, or obligating Parent or any Parent Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. (b) The authorized share capital of Newco consists of 100 ordinary shares ("Newco Original Ordinary Shares"), of which one share is issued and outstanding. Prior to the Scheme Effective Time, two Newco Original Ordinary Shares and 49,998 redeemable preference shares ("Newco Original Preference Shares") shall be issued and outstanding. (c) Except for Prior to the Parent PlansMerger Effective Time, Parent does not have any the authorized capital stock option plan or any other planof Merger Sub will consist of 100 common shares, programpar value $0.10 per share, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, all of which 547,337 shares have been will be issued and are currently outstandingoutstanding and owned by Newco. All such outstanding common shares will be duly authorized, of which 16,175 shares are validly issued, fully paid and nonassessable and not subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPpreemptive rights. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 500,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 65,395,159 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, Date and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Scheduleherein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. Section 3.6(b) of the Parent Disclosure Schedule accurately and completely lists all repurchase rights held by Parent with respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable and whether the holder of such shares of Parent Common Stock timely filed an election with the relevant Governmental Bodies under Section 83(b) of the Code with respect to such shares. (c) Except for the Parent Stock Plans, and except as set forth in Section 3.6(c) of the Parent Disclosure Schedule, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) Parent has reserved 11,591,459 15,700,776 shares of Parent Common Stock for issuance under the Parent Equity Incentive Stock Plans, of which 547,337 shares Parent RSUs and Parent Options to purchase a total of 10,162,453 shares, in the aggregate, have been issued and are currently outstandingoutstanding of, of which 16,175 no shares are subject to Parent’s right of repurchase, 8,572,491 of which (1) 10,160,786 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Stock Plans, 738,350 (2) 1,667 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Stock Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 (3) 5,538,323 shares remain available for future issuance pursuant to the Parent Equity Incentive Stock Plans; and (ii) 1,049,354 2,323,888 shares have been reserved and available for purchase under the Parent ESPP, 109,781 of which 498,554 shares have been issued under the Parent ESPP and 939,573 1,825,334 shares remain available for future purchase under the Parent ESPP. Section 3.6(c) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option and Parent RSU outstanding as of the Reference Date: (i) the name of the holder; (ii) the number of shares of Parent Common Stock subject to such Parent Option or Parent RSU at the time of grant; (iii) the number of shares of Parent Common Stock subject to such Parent Option or Parent RSU as of the close of business on the Reference Date; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option or Parent RSU was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the close of business on the Reference Date and any acceleration provisions; (vii) the date on which such Parent Option or Parent RSU expires; (viii) whether such Parent Option is intended to constitute an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (ix) whether such Parent Option is “early exercisable”. Parent has made available to the Company accurate and complete copies of the Parent Stock Plans and the form of the stock option agreements and restricted stock unit agreements evidencing outstanding Parent Options and Parent RSUs granted thereunder. No vesting of Parent Options or Parent RSUs will be accelerated in connection with the closing of the Contemplated Transactions other than as set forth on such Section 3.6(c) of the Parent Disclosure Schedule. (d) Except for the Parent Plans, including the Parent Options, Options and the Parent RSUs and purchase rights under granted pursuant to the Parent ESPPStock Plans, and as otherwise set forth in Section 3.6(d) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Subany of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Subany of its Subsidiaries; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Subany of its Subsidiaries (it being understood that Parent intends to issue prior to (but contingent upon) the Closing restricted stock units to certain employees of the Company identified in the Company Disclosure Schedule). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany of its Subsidiaries. In addition, there are no stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts. (f) All distributions, dividends, repurchases and redemptions of Parent Common Stock or other equity interests of Parent were undertaken in material compliance with (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock Set forth on Schedule 4.9(a) is a complete and accurate list showing the number of shares of each class of Equity Interests of Parent as authorized, the number outstanding, and the number and percentage of the date of this Agreement consists of (i) 200,000,000 outstanding shares of each such class owned (directly or indirectly) by each Owner of Parent Common Stock(except for any such Equity Interests that are publicly-traded). Except as set forth on Schedule 4.9(a), par value $0.0001 per share, all of which 35,187,344 shares the outstanding Equity Interests of Parent have been issued validly issued, are fully paid and non-assessable, and are outstanding owned by the Owner indicated on Schedule 4.9(a), free and clear of all Liens (other than Permitted Liens), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 4.9(a), neither Parent nor any Owner of Parent is a party to, or has Knowledge of, any agreement restricting the close transfer or hypothecation of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock any Equity Interests of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All Set forth on Schedule 4.9(b) is a complete and accurate list showing all Subsidiaries of Parent and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Equity Interests authorized (if applicable), the number outstanding, and the number and percentage of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled each such class owned (directly or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(iindirectly) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect toby its Owner(s), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) on Schedule 4.9(b), all of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares Equity Interests of each Subsidiary of Parent Common Stock owned (directly or other securities. (cindirectly) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued validly issued, are fully paid and granted in material compliance with non-assessable (ito the extent applicable) and are owned by Parent or a Subsidiary of Parent, free and clear of all applicable securities Laws and Liens (other applicable Lawsthan Permitted Liens), and (ii) all requirements options, warrants, rights of conversion or purchase or any similar rights. Except as set forth in applicable Contractson Schedule 4.9(b), neither Parent nor any such Subsidiary of Parent is a party to, or has Knowledge of, any agreement restricting the transfer or hypothecation of any Equity Interests of any such Subsidiary, other than the Loan Documents. Neither Parent nor any Subsidiary of Parent owns or holds, directly or indirectly, any Equity Interests of any Person other than such Subsidiaries and Permitted Investments.

Capitalization. (a) The authorized capital stock of Parent as As of the date of this Agreement (and, prior to giving effect to the consummation of the transactions contemplated by any Additional Equity Financing (in accordance with the terms of Section 5.16(k)) or the Redemption, as of the Closing), the authorized capital stock of Parent consists of 200,000,000 Class A ordinary shares (i) 200,000,000 “Parent Class A Shares”), of which 25,800,000 are outstanding, 20,000,000 Class B ordinary shares of (“Parent Class B Shares” and, together with the Parent Class A Shares, the “Parent Common Stock, par value $0.0001 per share”), of which 35,187,344 6,450,000 are outstanding, and 1,000,000 preferred shares have been issued and are outstanding as of the close of business on the Reference Date(“Parent Preferred Shares”), none of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreementoutstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of Parent), rights of first refusal or similar rights. None As of the outstanding date hereof (and, prior to giving effect to the consummation of the transactions contemplated by any Additional Equity Financing (in accordance with the terms of Section 5.16(k)), as of the Closing), Parent has issued 34,630,000 warrants (“Parent Warrants”), each such Parent Warrant entitling the holder thereof to purchase one Parent Class A Share. Other than the Parent Warrants, there are no options, warrants, equity securities, calls, rights, commitments or agreements to which Parent is a party or by which Parent is bound obligating Parent to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of Parent Common Stock is entitled or subject to any preemptive right, right other Equity Interests of participation, right of maintenance Parent or any similar right and none of the outstanding security or rights convertible into or exchangeable or exercisable for any shares of Parent Common Stock is subject to any right of first refusal in favor or other Equity Interests of Parent, or obligating Parent to enter into any commitment or agreement containing such obligation. Except for the Parent Warrants or as contemplated herein and as set forth described in this Section 4.4(a) or in Section 3.6(b)(i4.4(a) of the Parent Disclosure Schedule, there is are no Equity Interests of Parent, or any security exchangeable into or exercisable for such Equity Interests, issued, reserved for issuance or outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to Parent. As a result of the consummation of the Transactions, except as expressly contemplated by this Agreement, the Transaction Documents, the Organizational Documents of Parent, and the Additional Equity Financing (in accordance with the terms of Section 5.16(k)), no Equity Interests of Parent Contract relating are issuable. (b) All of the outstanding securities of Parent have been granted, offered, sold and issued in material compliance with all applicable securities Laws. Except for the Letter Agreement and as set forth in the Organizational Documents of Parent, there are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares the Equity Interests of Parent Common StockParent. Except as set forth in Section 3.6(b)(ii) the Organizational Documents of the Parent, as applicable, there are no outstanding contractual obligations of Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares equity interests or securities of Parent, nor has Parent granted any registration rights to any Person with respect to any Equity Interests of Parent Common Stock or (other securitiesthan pursuant to the Existing Registration Rights Agreement or, as permitted pursuant to Section 5.16(k), any Additional Equity Financing). (c) Except for the Parent PlansOther than its ownership of Merger Sub, Parent does not have own any capital stock, securities convertible into capital stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for Equity Interest in any Person, nor is Parent a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares There are no outstanding contractual obligations of Parent Common Stock for issuance under to provide funds to, or make any investment (in the Parent Equity Incentive Plansform of a loan, of which 547,337 shares have been issued and are currently outstandingcapital contribution or otherwise) in, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPany other Person. (d) Except for The outstanding equity interests of Merger Sub consists of 1,000 limited liability company membership units of Merger Sub. All outstanding limited liability company interests of Merger Sub are owned by Parent, have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Parent PlansOrganizational Documents of Merger Sub), including the Parent Options, the Parent RSUs rights of first refusal or similar rights and purchase rights are owned free and clear of any Liens other than those imposed under the Merger Sub’s Organizational Documents or applicable securities Laws. There are no options, warrants, equity securities, calls, rights, commitments or agreements to which Merger Sub or any other Subsidiary of Parent ESPPis a party or by which Merger Sub or any other Subsidiary of Parent is bound obligating Merger Sub or such Subsidiary to issue, there is no: (i) outstanding subscriptionexchange, optiontransfer, calldeliver or sell, warrant or right (whether cause to be issued, exchanged, transferred, delivered or not currently exercisable) to acquire any shares of the capital stock sold, additional limited liability company interests or other securities Equity Interests of Merger Sub or any other Subsidiary of Parent or Merger Sub; (ii) outstanding security, instrument any security or obligation that is or may become rights convertible into or exchangeable or exercisable for any shares of the capital stock such limited liability company interests or other securities Equity Interests of Merger Sub or any other Subsidiary of Parent, or obligating Merger Sub or any other Subsidiary of Parent to enter into any commitment or agreement containing such obligation. Except as described in this Section 4.4(c), there are no Equity Interests of Merger Sub; , or (iii) condition any security exchangeable into or circumstance that could be reasonably likely to give rise to exercisable for such Equity Interests, issued, reserved for issuance or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Suboutstanding. There are no outstanding or authorized stock equity appreciation, phantom stock, profit participation equity or other similar rights with respect to Parent or Merger Sub. As a result of the consummation of the Transactions, except as expressly contemplated by this Agreement and the Transaction Documents, no Equity Interests of Merger Sub or any other Subsidiary of Parent are issuable. (e) All of the outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent Merger Sub have been granted, offered, sold and issued and granted in material compliance with (i) all applicable securities Laws and Laws. There are no voting trusts, proxies, shareholder agreements or any other applicable Lawsagreements or understandings with respect to the voting of the Equity Interests of Merger Sub or any other Subsidiary of Parent. There are no outstanding contractual obligations of Merger Sub or any other Subsidiary of Parent to repurchase, and redeem or otherwise acquire any equity interests or securities of Merger Sub or any other Subsidiary of Parent, nor has Merger Sub or any other Subsidiary of Parent granted any registration rights to any Person with respect to any Equity Interests of Merger Sub or any other Subsidiary of Parent. (iif) all requirements set forth Neither Merger Sub nor any other Subsidiary of Parent owns any capital stock, securities convertible into capital stock or any other Equity Interest in applicable Contractsany Person, nor is Merger Sub or any other Subsidiary of Parent a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no outstanding contractual obligations of Merger Sub or any other Subsidiary of Parent to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Capitalization. (a) The authorized capital stock of the Parent as of the date of this Agreement consists of (i) 200,000,000 100,000,000 shares of Parent Common Stock, $0.00001 par value $0.0001 per share, of which 35,187,344 5,500,000 shares have been are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 shares of preferred stock of Parentstock, $0.00001 par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreementwill be outstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid free of all preemptive rights and nonassessable. None of have been issued in accordance with applicable laws, including, but not limited to, the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of ParentSecurities Act. Except as contemplated herein and by the Transaction Documentation or as set forth described in Section 3.6(b)(i) 4.2 of the Parent Disclosure Schedule, there is are no Parent Contract relating outstanding or authorized options, warrants, rights, agreements or commitments to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of which the Parent Disclosure Schedule, is a party or which are binding upon the Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except providing for the Parent Plans, Parent does not have issuance or redemption of any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. Except as contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance in all material respects with applicable federal and state securities laws. The Exchange Shares to be issued at the Closing pursuant to Sections 1.1 and 1.3 hereof, Parent Options, Parent RSUs and other securities of Parent have been when issued and granted delivered in material accordance with the terms hereof, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with (i) all applicable federal and state securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractslaws.

Capitalization. (a) The Immediately prior to the Effective Time, the authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of 350,000,000 Parent Common Stock, par value $0.0001 per shareShares, of which 35,187,344 150,270,392 shares have been are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 20,000,000 shares of preferred stock Preferred Stock of Parent, par value $0.0001 per share, none of which no shares have been are issued and are outstanding. The Parent Shares have the rights, preferences, privileges and restrictions set forth in the certificate of incorporation of Parent. All issued and outstanding as of Parent Shares were issued in compliance with all applicable Laws. The Parent Shares to be issued pursuant to this Agreement will be, prior to the date issuance, duly authorized, and when issued in accordance with the terms of this Agreement. Parent does not hold any shares of its capital stock in its treasury, will be validly issued, fully paid and nonassessable. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued date hereof and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted following Contribution and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant immediately prior to the Parent Equity Incentive Plans; Effective Time, other than this Agreement and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPtransactions contemplated herein, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Parent Shares or other securities of Parent or Merger Sub; Parent, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Parent Shares or other securities of Parent or Merger Sub; Parent, or (iii) Contract under which Parent is or may become obligated to sell or otherwise issue any Parent Shares or any other securities of Parent, or (iv) condition or circumstance that could be reasonably likely to may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Parent Shares or other securities of Parent or Merger Subfrom Parent or, to the knowledge of Parent, any other Person. There are no Parent does not have any outstanding or authorized stock appreciationappreciation rights, phantom stock, profit participation performance based stock, restricted stock units or other equity rights or similar stock or equity rights with respect or obligations. Parent has not issued any debt securities which grant the holder thereof any right to Parent vote on, or Merger Subveto, any actions by Parent. (ec) All outstanding shares of Parent Common StockFollowing the Contribution and immediately prior to the Effective Time, Parent Optionswill have the same number and class of shares that are authorized, Parent RSUs and other securities of Parent have been issued and granted in material compliance outstanding, with (i) all applicable securities Laws such shares being held by the same Persons, as was authorized, issued and other applicable Laws, and (ii) all requirements set forth in applicable Contractsoutstanding as Scilex prior to the Contribution.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, and 40,000,000 shares of preferred stock, par value $0.0001 .0001 per share, of which 35,187,344 shares have been issued and are outstanding as of share (“Parent Preferred Stock”). At the close of business on the Reference Date, Business Day immediately preceding the date of which 16,175 this Agreement: (1) 10 shares are of Parent Common Stock were issued and outstanding; (2) 0 shares of Parent Preferred Stock were issued and outstanding; (3) 0 shares of Parent Common Stock or Parent Preferred Stock were held in Parent’s treasury; and (4) 0 shares of Parent Common Stock were subject to outstanding Parent restricted stock units. (b) The Parent does not have and has not issued options or restricted stock units. (c) All of the shares of Parent Common Stock outstanding are duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. (d) Except as set forth in Section 6.2(a) of the Parent Disclosure Schedule and except for the obligations contemplated by this Agreement, there are on the date hereof no outstanding shares of capital stock of, or other equity or voting interest in, Parent’s right of repurchase, and no outstanding (i) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities or ownership interests Parent, (ii) 10,000,000 shares of preferred stock of options, warrants, rights or other agreements or commitments to acquire from Parent, par or obligations of Parent to issue, any capital stock, voting securities or other equity ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other equity ownership interests in) Parent, (iii) obligations of Parent 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 Parent, or (iv) obligations (excluding Taxes and other fees) by Parent or any of its Subsidiaries to make any payments based on the market price or value $0.0001 per share, of which no shares have been issued and are outstanding as the Parent Common Stock. As of the date of this Agreement. , neither Parent does not hold nor any shares of its capital stock in its treasury. (b) All of the Subsidiaries has outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject obligations to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchasepurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has securities described in clauses (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans), of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subhereof. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of of: (i) 200,000,000 600,000,000 shares of Parent Common Stock, of which 179,772,040 shares are issued and outstanding as of February 7, 2000 and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value $0.0001 per share, of which 35,187,344 155,951 shares have been are issued and are outstanding as of the close of business on the Reference DateFebruary 7, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement2000. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None . (b) As of the outstanding February 7, 2000, an aggregate of 65,701,201 shares of Parent Common Stock is entitled or are subject to any preemptive right, right of participation, right of maintenance issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's stock option plans and outstanding warrants to purchase Parent Common Stock. (Stock options granted by Parent pursuant to its stock option plans and warrants are referred to in this Agreement as "Parent Options and Warrants".) No options or any similar right and none of the outstanding warrants to acquire shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedulehave been granted from February 7, there is no Parent Contract relating 2000 to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing date of this Agreement. (or granting any option or similar right with respect to), any shares of Parent Common Stock. c) Except as set forth in Section 3.6(b)(ii4.03(a) and (b) above or in connection with the Medical Manager Merger Agreement, as of the date of this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent Disclosure Scheduleor any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Parent is not under or any obligationParent Subsidiary. All shares of Parent Common Stock subject to issuance as aforesaid, nor is it bound by any Contract upon issuance on the terms and conditions specified in the instruments pursuant to which it may become obligatedthey are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or any capital stock of any Parent Subsidiary. Each outstanding share of capital stock of each Parent Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by Parent or another Parent Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Parent's or such other securitiesParent Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no outstanding contractual obligations of Parent or any Parent Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary, other than a Parent Subsidiary that is wholly owned by Parent and other Parent Subsidiaries, or any other Person. (cd) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 The shares of Parent Common Stock for issuance under to be issued in the Parent Equity Incentive PlansMerger pursuant to Section 2.01(a) will be duly authorized, of which 547,337 shares have been issued validly issued, fully paid and are currently outstanding, of which 16,175 shares are nonassessable and not subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Optionspreemptive rights created by Law, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares Certificate of the capital stock or other securities Incorporation of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities Amended and Restated By-Laws of Parent (the "Parent By-Laws") or Merger Sub; any agreement or (iii) condition arrangement to which the Parent is a party or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subbound. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The Parent is authorized capital stock to issue an unlimited number of Parent as Ordinary Shares and an unlimited number of preferred shares, no par value. As of the date of this Agreement consists of hereof, (i) 200,000,000 shares of 7,187,500 Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been Ordinary Shares are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 no preferred shares are issued and outstanding. Parent issued 5,750,000 Parent Units in its IPO. As of the date hereof, there are issued and outstanding a total of (i) 5,750,000 Parent Public Warrants issued as part of Parent Units in the IPO, (ii) 4,820,000 Parent Sponsor/EBC Warrants and (iii) the Parent UPO to purchase up to 500,000 Parent Ordinary Shares and 500,000 Parent Public Warrants. All outstanding Parent Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of BVI Law, the Parent Charter or any Contract to which the Parent is a party. None of the outstanding Parent Securities has been issued in violation of any applicable securities Laws. (b) Prior to giving effect to the transactions contemplated by this Agreement: (i) (A) the Purchaser has an authorized capitalization of 1,000 shares of preferred stock of Parent, par value $0.0001 per sharePurchaser Common Stock, of which no 1,000 shares have been are issued and outstanding, and (B) all of the issued and outstanding shares of Purchaser Common Stock are owned by the Parent; and (ii) (A) Merger Sub has an authorized capitalization of 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and outstanding, and (B) all of the issued and outstanding as shares of Merger Sub Common Stock are owned by the Purchaser. As of the date of this Agreement, each of the Purchaser and Merger Sub are newly-formed entities with no operations, no contractual obligations and no assets or Liabilities (other than immaterial Liabilities incurred in connection with their formation). Other than the Purchaser and Merger Sub, the Parent does not hold not, directly or indirectly through its Subsidiaries, have any shares of its capital stock Subsidiaries or own any equity interests in its treasuryany other Person. (bc) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(iiSections 4.5(a) or 4.5(b), there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character, (A) relating to the issued or unissued shares of the Parent Disclosure ScheduleParent, Parent is not under the Purchaser or Merger Sub, (B) obligating the Parent, the Purchaser or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any obligationoptions or shares or securities convertible into or exchangeable for such shares, nor is it bound by or (C) obligating the Parent, the Purchaser or Merger Sub to grant, extend or enter into any Contract pursuant to which it may become obligatedsuch option, warrant, call, subscription or other right, agreement, arrangement or commitment for such shares. Other than the Share Tender Offer or as expressly set forth in this Agreement, there are no outstanding obligations of the Parent, the Purchaser or Merger Sub to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock the Parent, the Purchaser or other securities. Merger Sub or to provide funds to make any investment (cin the form of a loan, capital contribution or otherwise) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for in any Person. As Except as set forth in Schedule 4.5(c), there are no shareholders agreements, voting trusts or other agreements or understandings to which the Parent, the Purchaser or Merger Sub is a party with respect to the voting of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 any shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPsuch Party. (d) Except for All Indebtedness of the Parent Plans, including the Parent OptionsParent, the Parent RSUs and purchase rights under Purchaser or Merger Sub is disclosed on Schedule 4.5(d). No Indebtedness of the Parent ESPPParent, there is nothe Purchaser or Merger Sub contains any restriction upon: (i) outstanding subscriptionthe prepayment of any of such Indebtedness, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding securitythe incurrence of Indebtedness by the Parent, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent Purchaser or Merger Sub; Sub or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion ability of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent Parent, the Purchaser or Merger Sub. There are no outstanding Sub to grant any Lien on its properties or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subassets. (e) All outstanding shares Since the date of Parent Common Stockformation of each of the Parent, Parent Options, Parent RSUs the Purchaser and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable LawsMerger Sub, and (ii) all requirements set forth except as contemplated by this Agreement, no such Party has declared or paid any distribution or dividend in applicable Contractsrespect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and such Party’s board of directors has not authorized any of the foregoing.

Capitalization. (a) The authorized capital stock of Parent as consists of an unlimited number of Parent Common Shares and unlimited number of Class A First Preferred Shares (the “Parent Preferred Shares”). As of September 28, 2007, there were 718,102,289 Parent Common Shares outstanding and 39,000,000 Parent Preferred Shares outstanding. As of September 28, 2007, no Parent Common Shares or Parent Preferred Shares were reserved for issuance. Since September 28, 2007 and through the date of this Agreement consists of Agreement, and other than in connection with the transactions contemplated by this Agreement, Parent has not (i) 200,000,000 shares issued or authorized the issuance of any Parent Common Shares or Parent Preferred Shares, or any securities convertible into or exchangeable or exercisable for Parent Common Shares or Parent Preferred Shares, except for any such issuances of Parent Common StockShares as a result of exercise of Parent Options outstanding as of September 28, par value $0.0001 per share2007, (ii) reserved for issuance any Parent Common Shares or Parent Preferred Shares or (iii) repurchased or redeemed, or authorized the repurchase or redemption of, any Parent Common Shares or Parent Preferred Shares. All of which 35,187,344 shares the issued and outstanding Parent Common Shares have been duly authorized and validly issued and are outstanding as fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as ownership thereof. As of the date of this Agreement. , except as otherwise set forth in this Section 5.2(a), neither Parent does not hold nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, convertible securities, preemptive rights, redemption rights, stock appreciation rights, stock-based performance units or other similar rights, agreements, arrangements or commitments of any character relating to the purchase or issuance of any shares of its Parent’s capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock securities or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other equity securities of Parent or Merger Sub; (ii) outstanding security, instrument any securities representing the right to purchase or obligation that is or may become convertible into or exchangeable for otherwise receive any shares of the Parent’s capital stock securities or other securities of equity-based awards, nor is there any agreement, to which Parent or Merger Sub; any of its Subsidiaries is a party obligating Parent or any of its Subsidiaries to (iiiA) condition issue, transfer or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive sell any shares of capital stock or other securities equity interests of Parent or Merger Sub. There are no outstanding securities convertible into or authorized stock appreciationexchangeable or exercisable for such shares or equity interests, phantom (B) issue, grant, extend or enter into any such subscription, option, warrant, call, convertible securities, stock, profit participation -based performance units or other similar rights with respect to Parent right, agreement, arrangement or Merger Sub. commitment or (eC) All outstanding redeem or otherwise acquire any such shares of capital stock or other equity interests. The Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent Shares to be issued pursuant to the Merger have been issued duly authorized and, at the Effective Time, all such shares will be validly issued, fully paid, nonassessable and granted in material compliance free of preemptive rights, with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsno personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 6,000,000,000 shares of Parent Common Stock, and 100,000,000 shares of preferred stock, par value $0.0001 1.00 per shareshare (“Parent Preferred Stock”). As of the close of business on July 15, 2020 (the “Parent Measurement Date”), there were outstanding (i) 1,867,288,403 shares of which 35,187,344 Parent Common Stock, (ii) no shares of Parent Preferred Stock and (iii) no other shares of capital stock or other voting securities of Parent. All outstanding shares of capital stock of Parent have been duly authorized and validly issued and are outstanding as fully paid and nonassessable. As of the close of business on the Reference Parent Measurement Date, of which 16,175 shares are subject there were outstanding (A) options to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding purchase 90,479,595 shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None (B) other stock-settled equity-based awards (other than shares of restricted stock or other equity based awards included in the outstanding number of shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(iabove) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any to 563,867.03 shares of Parent Common Stock. Except as set forth in this Section 3.6(b)(ii) 4.5 and except for changes since the close of business on the Parent Disclosure ScheduleMeasurement Date resulting from the exercise of employee stock options outstanding on such date, or the payment or redemption of other stock-based awards outstanding on such date and except for the shares to be issued in connection with the Merger, there are outstanding (a) no shares of capital stock or other voting securities of Parent, and (b) except for securities issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (1) no options, warrants or other rights to acquire from Parent any capital stock or voting securities of Parent or securities convertible into or exchangeable for capital stock or voting securities of Parent, (2) no bonds, debentures, notes or other indebtedness of Parent or any of its Subsidiaries, in each case, that are linked to, or the value of which is in any way based upon or derived from, the value of Parent, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, Parent is not under or any obligationof its Subsidiaries, nor is it bound or which have or which by their terms may have at any Contract pursuant time (whether actual or contingent) the right to vote (or which it are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent or any of its Subsidiaries may become obligatedvote and (3) no preemptive or similar rights, subscription or other rights, convertible securities, or other agreements, arrangements or commitments of any character relating to the capital stock of Parent, obligating Parent to issue, transfer or sell any capital stock or voting securities of Parent or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (a) and (b) being referred to collectively as “Parent Securities”). Except as required by the terms of any employee or director options or other stock based awards, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securitiesSecurities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 400,000,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $.01 per share ("Parent Preferred Stock"). As of November 5, 1997, 91,506,211 shares of Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding; and no shares of Parent Common Stock are held in Parent's treasury as of the date hereof. All of the issued and outstanding shares of Parent Common Stock are validly issued, fully paid and non-assessable. Except pursuant to the exercise of employee options prior to the date hereof, since November 5, 1997, no shares of Parent Common Stock or Parent Preferred Stock have been issued. As of the date hereof, except as set forth on Section 3.3 of the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements (other than this Agreement), commitments or obligations which would require Parent to issue or sell shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration ofother equity securities, or restricting any Person from purchasing, selling, pledging securities convertible into or otherwise disposing of (exchangeable or granting any option or similar right with respect to), any exercisable for shares of Parent Common Stock, Parent Preferred Stock or any other equity securities of Parent as of the date hereof. Except as set forth in on Section 3.6(b)(ii) 3.3 of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant has no commitments or obligations to which it may become obligated, to repurchase, purchase or redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares any class of Parent Common Stock. (b) The authorized capital stock of Sub consists of 100 shares of common stock, Parent Optionspar value $.01 per share, Parent RSUs and other securities 100 shares of Parent have been which are duly authorized, validly issued and granted outstanding, fully paid and nonassessable and owned by Parent free and clear of all liens, claims and encumbrances. Sub was formed solely for the purpose of engaging in material compliance a business combination transaction with (i) all applicable securities Laws the Company and has engaged in no other applicable Laws, business activities and (ii) all requirements set forth in applicable Contractshas conducted its operations only as contemplated hereby.

Capitalization. (a) The authorized capital stock of the Parent as of the date of this Agreement consists of (ia) 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 4,377,000 shares have been were issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any , prior to giving effect to the retirement of 3,779,500 shares of its capital stock in its treasury. Parent Common Stock and (b) 10,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding. The Parent Common Stock is presently eligible for quotation and trading on the NASD Over-the-Counter Bulletin Board (the “OTCBB”). All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. There are fully paid and nonassessable. None of the no outstanding shares of Parent Common Stock is entitled or subject authorized options, warrants, rights, agreements or commitments to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of which the Parent Disclosure Schedule, there is no Parent Contract relating to the voting a party or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of which are binding upon the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except providing for the Parent Plans, Parent does not have issuance or redemption of any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. There are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. To the knowledge of the Parent, there are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance with applicable federal and state securities laws. The 4,087,500 Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, Parent Options, Parent RSUs and other securities of Parent have been when issued and granted delivered in material compliance accordance with (i) the terms hereof and of the Articles of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractspreemptive rights.

Capitalization. (a) The authorized capital stock equity interests of Parent consist of Parent Units representing limited partner interests in Parent, subordinated units representing limited partner interests in Parent (the “ Parent Sub-Units ”), and the general partner interest in Parent (which includes the right to receive incentive distribution) (“ Parent GP Interest ”). At the close of business on July 9, 2015, the issued and outstanding limited partner interests and general partner interests of Parent consisted of (i) 43,385,196 Parent Units, (ii) 36,951,515 Parent Sub-Units, and (iii) the Parent GP Interest. Except (A) as set forth above in this Section 4.2(a) or (B) as otherwise expressly permitted by Section 5.2(b) , as of the date of this Agreement consists of (i) 200,000,000 shares there are not any limited partnership interests, voting securities or equity interests of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the close issuance of business on the Reference Dateany limited partnership interests, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock voting securities or equity interests of Parent, par value $0.0001 per share, including any representing the right to purchase or otherwise receive any of which no shares have been issued and are the foregoing. (b) Other than in connection with any equity or equity-based awards outstanding as of the date of this Agreement. Agreement and that certain distribution agreement dated May 18, 2015, by and among Parent, Parent does GP and certain sales agents for the administration of the at-the-market equity offering of Parent Units having an aggregate offering price not hold to exceed $500,000,000, none of Parent 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 partnership interests, limited liability company interests, shares of its capital stock in its treasury. (b) All stock, voting securities or equity interests of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor Subsidiary of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) connection with the exercise of any option to acquire Parent Units or the Parent Disclosure Schedulevesting, there is no Parent Contract relating to the voting settlement or registration forfeiture of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right Tax withholding with respect to), any shares equity or equity-based awards outstanding as of the date of this Agreement and the conversion of any Parent Units outstanding as of the date of this Agreement in accordance with the Parent Charter Documents, there are no outstanding obligations of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) or any of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding limited partnership interests, shares of Parent Common Stock capital stock, voting securities or equity interests (or any options, warrants or other securitiesrights to acquire any limited partnership interests, shares of capital stock, voting securities or equity interests) of Parent or any of its Subsidiaries. (c) Except for Parent GP is the sole general partner of Parent. Parent GP is the sole record and beneficial owner of the Parent PlansGP Interest, and such Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent GP Interest has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under been duly authorized and validly issued in accordance with applicable laws and the Parent Equity Incentive Plans, Partnership Agreement. Parent GP owns such general partner interest free and clear of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPany Liens. (d) All of the issued and outstanding limited liability company interests of Merger Sub are owned, beneficially and of record, by Parent. Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby. Except for obligations and liabilities incurred in connection with its formation and the Parent PlansMerger and the other transactions contemplated hereby, including the Parent OptionsMerger Sub has not and will not have incurred, the Parent RSUs and purchase rights under the Parent ESPPdirectly or indirectly, there is no: (i) outstanding subscription, option, call, warrant any obligations or right (whether engaged in any business activities of any type or not currently exercisable) to acquire kind whatsoever or entered into any shares of the capital stock agreements or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for arrangements with any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger SubPerson. (e) All outstanding shares The cash to be utilized by Parent for purposes of paying the Cash Consideration (including with respect to the Canceled Awards) will be received by Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Lawsfrom MPC, and no new equity interests (iior subscriptions, options, warrants, or other rights to acquire any such equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such equity interests) all requirements set forth in applicable ContractsParent or any of its Subsidiaries will be paid to or received by MPC in exchange therefor; provided , however , that for the avoidance of doubt, the foregoing shall not impose any limitations on existing incentive distribution rights, such Cash Consideration being contributed with respect to MPC’s existing interests in Parent (including incentive distribution rights) and not in consideration of new Common Units.

Capitalization. (a) The As of the date hereof, the authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 74,800,000 shares of Parent Common Stock, par value $0.0001 per shareof which there are 23,333,335 shares issued and outstanding; and 1,000,000 shares of Parent Preferred Stock, of which 35,187,344 there are no shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreementoutstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All Each of the outstanding shares of Parent Common Stock have Stock: (i) has been offered and sold in material compliance with all applicable securities Laws; (ii) has been duly authorized and validly issued, issued in material compliance with all applicable Laws and are the provisions of the Parent Governing Documents; and (iii) is fully paid and nonassessable. None As of the outstanding date hereof, up to 933,333 shares of Parent Common Stock is entitled or subject and up to any preemptive right, right of participation, right of maintenance or any similar right and none 1,866,666 Parent Warrants are issuable upon exercise of the outstanding option described in Section 5.4(a) of the Parent Disclosure Letter and 37,333,336 shares of Parent Common Stock is subject to any right are issuable upon exercise of first refusal in favor of Parentoutstanding Parent Warrants. Except as contemplated herein and as set forth in Section 3.6(b)(i) for the issuance of the securities referenced above, Parent Disclosure Schedule, there is has not issued any securities. There are no Parent Contract relating to the voting declared or registration of, accrued but unpaid dividends or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right distributions with respect to), to any shares of Parent Common Stock. As of the Closing Date, Parent’s authorized capital stock will be adequate and sufficient in order to consummate the transactions contemplated by this Agreement and Parent will have set aside and reserved adequate and sufficient capital stock and other securities to consummate the transactions contemplated by this Agreement. (b) The shares of Parent Merger Securities to be issued in connection with the Merger, when issued as contemplated hereby, will be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of any applicable Laws, provision of the Parent Governing Documents or requirements set forth in applicable contracts. (c) As of the date hereof, except as set forth in Section 5.4(c) of the Parent Disclosure Letter: (i) there are no outstanding options or warrants or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights, agreements, arrangements or commitments) to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound (a) relating to the issued or unissued Parent Capital Stock; (b) obligating Parent or Merger Sub to issue, deliver, sell, repurchase, redeem or otherwise acquire or dispose of, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired or disposed of, any shares of Parent Capital Stock; (c) obligating Parent or Merger Sub to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (d) obligating Parent to grant, issue or sell any shares of Parent Capital Stock by sale, lease, license or otherwise; (ii) no shares of Parent Capital Stock are subject to repurchase rights, vesting or similar restrictions as of the date hereof; (iii) Parent is not a party to any, and as of the date hereof, to the Knowledge of Parent, without inquiry, there are no other, voting trusts, proxies or other agreements or understandings with respect to the voting interests of Parent; and (iv) there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which Parent is or could be required to register shares of Parent Capital Stock under the Securities Act. (d) Except as set forth in Section 3.6(b)(ii5.4(d) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPLetter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding preemptive rights or authorized stock appreciationagreements, phantom stock, profit participation arrangements or other similar understandings to issue preemptive rights with respect to the issuance or sale of shares of Parent Capital Stock to which Parent is a party or Merger Subby which Parent is bound. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements Except as set forth in applicable ContractsSection 5.4(e) of the Parent Disclosure Letter, neither D▇▇▇▇▇ ▇. ▇▇▇▇▇ nor E▇▇▇▇▇ ▇. ▇▇▇▇ owns or will immediately after the Closing or as a result of the Closing own, beneficially or of record, any Parent Capital Stock or Parent Warrants.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 0.10 per share, of which 35,187,344 38,649,237 shares have been issued and are outstanding as of September 1, 2017 (the close of business on the Reference “Capitalization Date, of which 16,175 shares are subject to Parent’s right of repurchase, ”) and (ii) 10,000,000 5,000,000 shares of preferred stock of ParentPreferred Stock, par value $0.0001 0.10 per share, of which no shares have been issued and are outstanding as of the date of this AgreementCapitalization Date. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Scheduleherein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the 2016 Equity Incentive Plan, as amended from time to time, and the 2007 Omnibus Equity and Incentive Plan, as amended from time to time (the “Parent Stock Plans”), and except as set forth on Section 3.6(c) of the Parent Disclosure Schedule, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Section A of the Parent Disclosure Schedule lists each outstanding Parent Option, setting forth the name of each holder, the number of shares subject to each such grant, the exercise price and the period during which each such Parent Option may be exercised after the cessation of “continuous service” (as defined in the Parent Stock Plans) except in the event of death or disability. As of the close date of business on the Reference Datethis Agreement, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 7,452,999 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Stock Plans that are outstanding as of the close date of business on this Agreement, no Parent RSUs are outstanding as of the Reference Date, date of this Agreement and 1,733,281 3,031,747 shares remain available for future issuance pursuant to the Parent Equity Incentive Stock Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Stock Plans, including the Parent Options, Options and the Parent RSUs RSUs, and purchase rights under as otherwise set forth on Section 3.6(d) of the Parent ESPPDisclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Subany of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Subany of its Subsidiaries; or (iii) condition or circumstance that could be is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Subany of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany of its Subsidiaries. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs Options and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable LawsLaw, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent consists of (i) 63,032,681 shares of common stock, with no par value per share (the “Parent Common Stock”), of which, as of July 22, 2014 (the “Parent Capitalization Date”), 52,651,886 were issued and outstanding, and (ii) 2,000,000 shares of preferred stock, no par value per share (“Parent Preferred Stock”), of which, as of the Parent Capitalization Date, 76,898 were designated Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 8,782 were designated as Mandatorily Convertible Cumulative Participating Preferred Stock, Series B, none of which were issued or outstanding as of the Parent Capitalization Date. As of the Parent Capitalization Date, 82,964 shares of Parent Common Stock were authorized for issuance upon exercise of options issued pursuant to employee and director stock plans of Parent or a Subsidiary of Parent in effect as of the date of this Agreement consists of (i) 200,000,000 shares of the “Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this AgreementStock Plans”). Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. None As of the outstanding shares date of this Agreement, no Voting Debt of Parent Common Stock is entitled issued or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentoutstanding. Except as contemplated herein pursuant to this Agreement and as set forth the options described in this Section 3.6(b)(i) 4.2, Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the Parent Disclosure Schedule, there is no Parent Contract relating to the voting purchase or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing issuance of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under Preferred Stock, Voting Debt of Parent or any obligationother equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of Parent Common Stock, nor is it bound by Parent Preferred Stock, Voting Debt of Parent or other equity securities of Parent. There are no contractual obligations of Parent or any Contract pursuant to which it may become obligated, of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities equity security of Parent or Merger Sub; its Subsidiaries or (iii) condition any securities representing the right to purchase or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or otherwise receive any shares of capital stock or any other securities equity security of Parent or Merger Subits Subsidiaries or (ii) pursuant to which Parent or any of its Subsidiaries is or could be required to register shares of Parent capital stock or other securities under the Securities Act. There are no outstanding or authorized stock appreciation, phantom stock, profit participation voting trusts or other similar rights agreements or understandings to which Parent, any Subsidiary of Parent or, to the Knowledge of Parent, any of their respective officers or directors, is a party with respect to Parent or Merger Sub. (e) All outstanding shares the voting of any Parent Common Stock, Parent OptionsPreferred Stock, Parent RSUs and Voting Debt or other equity securities of Parent. The shares of Parent have been Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (b) All of the issued and granted in outstanding shares of capital stock or other equity ownership interests of Columbia State Bank are owned by Parent, directly or indirectly, free and clear of any material compliance with (i) all applicable securities Laws and other applicable LawsLiens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (iiexcept for shares of Columbia State Bank, which are assessable pursuant to Section 30.44.020 of the Revised Code of Washington) all requirements set forth in applicable Contractsand free of preemptive rights. Columbia State Bank does not have or 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 capital stock or any other equity security of Columbia State Bank or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Columbia State Bank.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of 150,000,000 shares of common stock, par value $0.01 per share of Parent (“Parent Common Stock”) and 5,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of June 30, 2007, (i) 200,000,000 72,765,710 shares of Parent Common StockStock were issued and outstanding (including, par value $0.0001 per sharefor the avoidance of doubt, shares of Parent Common Stock in the form of restricted stock issued pursuant to employee benefit plans of Parent), all of which 35,187,344 shares have been issued were validly issued, fully paid and are outstanding as of the close of business on the Reference Datenonassessable (except for any restricted stock), and none of which 16,175 shares are subject to were issued in violation of any preemptive or similar rights of any securityholder of Parent’s right of repurchase, and (ii) 10,000,000 options to purchase an aggregate of 65,474 shares of preferred stock of Parent, par value $0.0001 per share, were issued and outstanding (of which no options to purchase an aggregate of 65,474 shares have been were exercisable) and (iii) 93,334 deferred shares were issued and are outstanding as of outstanding. Since June 30, 2007 to the date of this Agreement. , Parent does has not hold issued any shares of its capital stock in its treasury. (b) All or granted any options covering shares of the outstanding capital stock, except for shares of Parent Common Stock and associated Parent Rights issued pursuant to the exercise of options or pursuant to any employee ownership or benefit plan. Subject to the foregoing, there are no options, warrants or other rights, agreements, arrangements or commitments of any character obligating Parent or any Parent Material Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Parent or any Parent Material Subsidiary. There are no outstanding contractual obligations of Parent or any Parent Material Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Material Subsidiary. All of the issued and outstanding capital stock or equivalent equity interests of each Parent Material Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable. None non-assessable and (except for directors’ qualifying shares or shares representing an immaterial equity interest that are required under the laws of the outstanding shares any foreign jurisdiction to be owned by others) are owned by Parent, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (other than in favor of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right of its subsidiaries and other than as pledged under Parent’s Amended and Restated Credit Agreement); and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) capital stock or equivalent equity interests of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting Material Subsidiaries were issued in violation of any preemptive or registration ofsimilar rights arising by operation of law, or restricting under the charter, bylaws or other comparable organizational documents of any Person from purchasing, selling, pledging Parent Material Subsidiary or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant agreement to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPMaterial Subsidiary is a party. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as consists solely of the date of this Agreement consists of (i) 200,000,000 40,000,000 shares of Parent Common StockStock and 1,000,000 shares of preferred stock, no par value $0.0001 per share(“Parent Preferred Stock”). As of December 31, 2012, there were 29,725,890 shares of which 35,187,344 Parent Common Stock outstanding, 216,077 shares have been issued of Parent Common Stock held by Parent as treasury stock, no shares of Parent Preferred Stock outstanding and are outstanding no shares of Parent Preferred Stock held as treasury stock. As of the close December 31, 2012, there were no shares of business on the Reference Date, Parent Common Stock reserved for issuance except for 1,947,880 shares of which 16,175 shares are subject Parent Common Stock reserved for issuance pursuant to Parent’s right of repurchase, stock incentive plans (the “Parent Stock Incentive Plans”) and dividend reinvestment and stock purchase plan (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement“Parent DRIP”). Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. None Except for shares of capital stock issuable pursuant to the Parent Stock Incentive Plans and pursuant to the Parent DRIP, as of the date hereof Parent 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 Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar other equity security of Parent or any securities representing the right and none of the outstanding to purchase or otherwise receive any shares of Parent Common Stock is subject to or any right of first refusal in favor other equity security of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any The shares of Parent Common Stock. Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (b) Except as set forth in Section 3.6(b)(ii4.2(b) of the Parent Disclosure Schedule, Parent is not under any obligationowns, nor is it bound by any Contract pursuant to which it may become obligateddirectly or indirectly, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As all of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or all of the other securities equity interests of each of its Subsidiaries, free and clear of all Liens, and all of such shares or other equity interests are duly authorized and validly issued, are (if applicable) fully paid and nonassessable and are free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, no Subsidiary of Parent has or Merger Sub; (ii) is bound by any outstanding securitysubscriptions, instrument options, warrants, calls, commitments or obligation agreements of any character with any party that is not a direct or may become convertible into indirect Subsidiary of Parent calling for the purchase or exchangeable for issuance of any shares of the capital stock or any other equity interest of such Subsidiary or any securities of Parent representing the right to purchase or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or otherwise receive any shares of capital stock or any other securities equity interests of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subsuch Subsidiary. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of of: (i) 200,000,000 100,000,000 shares of Parent Common Stock, of which 68,147,704 shares were issued and outstanding as of December 18, 2020 (the “Parent Capitalization Date”); and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share, none of which 35,187,344 shares have been issued and are were outstanding as of the close of business on the Reference Parent Capitalization Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been been, and all shares of Parent Common Stock reserved for issuance pursuant to the Parent Equity Plan and the Parent ESPP will be when issued, duly authorized and validly issued, and are are, or will be when issued, fully paid and non-assessable. All shares of Parent Common Stock to be issued in connection with the Merger will be duly authorized, validly issued, fully paid and nonassessable, and all of the Parent Options and Parent restricted stock unit awards to be issued pursuant to Section 1.7 of this Agreement in connection with the Merger will be duly authorized and validly issued, in each case when issued in accordance with the terms of this Agreement and subject to no preemptive or similar rights or other Liens, except for restrictions on transfer under applicable securities laws. None All shares of Parent Common Stock to be issued upon the exercise of, or otherwise pursuant to the terms of, any Parent Option or restricted stock unit award with respect to shares of Parent Common Stock to be issued pursuant to Section 1.7 of this Agreement in respect of any Assumed Company Option or Assumed Company RSU Award, respectively, in connection with the Merger, will be, when issued in accordance with the terms of this Agreement (and the terms of such Parent Option or restricted stock unit award, as the case may be), duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive or similar rights or other Liens, except for restrictions on transfer under applicable securities laws. (b) Except as set forth in Parent’s Organizational Documents or the Parent Equity Agreements: (i) none of the outstanding shares of Parent Common Stock is is, and none of the shares of Parent Common Stock to be issued pursuant to Section 1 of this Agreement (or in respect of any Parent Options or Parent restricted stock unit award to be issued pursuant to Section 1.7 of this Agreement) in connection with the Merger will be, entitled or subject to any preemptive right, right of participationrepurchase, right of maintenance participation or any similar right and right; (ii) none of the outstanding shares of Parent Common Stock is is, and none of the shares of Parent Common Stock to be issued pursuant to Section 1 of this Agreement (or in respect of any Parent Options or Parent restricted stock unit award to be issued pursuant to Section 1.7 of this Agreement) in connection with the Merger will be, subject to any right of first refusal in favor of Parent. Except as contemplated herein ; (iii) there are no bonds, debentures, notes or other indebtedness of Parent issued and as set forth in Section 3.6(b)(ioutstanding 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 Parent Disclosure Schedule, may vote; and (iv) there is no Contract to which Parent Contract 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 shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure ScheduleEquity Agreements, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may will become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Parent Capitalization Date, Parent has : (i) reserved 11,591,459 5,174,787 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are were subject to Parent’s right issuance pursuant to outstanding Parent Options; (ii) 3,494,740 shares of repurchase, 8,572,491 Parent Common Stock were subject to issuance pursuant to outstanding Parent RSUs; (iii) 695,302 shares have been of Parent Common Stock were reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent ESPP and (iv) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. Prior to the date of this Agreement, Parent has made available to the Company correct and complete copies of: (A) the Parent Equity Incentive PlansPlan and the Parent ESPP; and (iiB) 1,049,354 shares have been reserved the forms of all stock option agreements evidencing Parent Options outstanding as of the date of this Agreement and available for purchase under the forms of all restricted stock unit agreements evidencing Parent ESPP, 109,781 shares have been issued under RSUs outstanding as of the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPdate of this Agreement. (d) Except for as set forth in Section 3.3(c), as of the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPCapitalization Date, there is was no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities equity interests, restricted stock unit, stock-based performance unit, shares of Parent phantom stock, stock appreciation right, profit participation right or Merger Subany other right that is linked to, or the value of which is based on or derived from, the value of any shares of capital stock or other equity interest of Parent; (ii) outstanding security, instrument instrument, bond, debenture or obligation note that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger SubParent; or (iii) condition stockholder rights plan (or circumstance that could be reasonably likely similar plan commonly referred to give rise as a “poison pill”) or Contract under which Parent is or may become obligated to sell or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive otherwise issue any shares of its capital stock or other securities of Parent equity interest or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or any other similar rights with respect to Parent or Merger Subsecurities. (e) All outstanding From the Parent Capitalization Date through the date of this Agreement, neither Parent nor any of its Subsidiaries has issued any shares of Parent Common StockStock or other equity interests of Parent or any Parent Subsidiary, other than pursuant to Parent Options, Parent RSUs and other securities or the Parent ESPP, in each case, that were outstanding as of the Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsCapitalization Date.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 47,500,000 shares of Parent Common StockStock and (ii) 2,000,000 shares of preferred stock, par value $0.0001 0.01 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as . As of the date of this Agreement. Parent does not hold any , (i) 16,998,785 shares of its capital Parent Common Stock are issued and outstanding, (ii) 4,069,913 shares of Parent Common Stock are issued and held in the treasury of Parent, (iii) a total of 788,388 shares of Parent Common Stock are reserved for issuance upon the exercise of outstanding Parent Options and (iv) no shares of preferred stock in its treasury. (b) of Parent are issued and outstanding. All of the outstanding shares of the Parent Common Stock have been common stock are, and all shares that may be issued pursuant to the exercise of outstanding Parent Options will be, duly authorized and authorized, validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stocknon-assessable. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure ScheduleSEC Documents, there are (i) no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, restricted stock awards, restricted stock unit awards, agreements, arrangements, understandings or commitments of any kind (including Voting Debt) relating to the issued or unissued capital stock of, or other equity interests in, Parent is not under or any obligationof its Subsidiaries obligating Parent or any of its Subsidiaries to issue, nor is it bound by transfer, register or sell or cause to be issued, transferred, registered or sold any Contract pursuant shares of capital stock or Voting Debt of, or other equity interest in, Parent or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or other securities, or obligating Parent or any of its Subsidiaries to which it may become obligatedgrant, extend or enter into any such option, warrant, call, subscription or other right, restricted stock award, restricted stock unit award, agreement, arrangement, understanding or commitment, and (ii) no outstanding agreements, arrangements, understandings or commitments of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities equity interests in any of Parent its Subsidiaries or Merger Sub; any Person or to provide funds to make any investment (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of in the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion form of a claim by loan, capital contribution or otherwise) in any Person to the effect that such Person is entitled to acquire of its Subsidiaries or receive any shares of capital stock or other securities of Parent or Merger SubPerson. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany of its Subsidiaries. (eb) There are no stockholder agreements, voting trusts or other agreements or understandings to which the Parent or any Subsidiary is a party relating to the voting or disposition of any share of the capital stock of the Parent or any of its Subsidiaries or granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the board of directors of the Parent or any Subsidiary. (c) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other dividends or distributions on securities of the Parent or any Subsidiary that have been issued and granted declared or authorized have been paid in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsfull.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as As of the date of this Agreement. , the authorized capital stock of Parent does not hold any consists of 200,000,000 shares of its capital Parent Common Stock and 5,000,000 shares of Parent preferred stock, with 300,000 of the 5,000,000 shares of Parent preferred stock designated as fixed rate cumulative perpetual preferred stock, Series A, no par value per share. As of December 31, 2010, there were 129,965,635 shares of Parent Common Stock issued and outstanding and no shares of Parent Common Stock held in its Parent’s treasury. . As of the date of this Agreement, there were no shares of Parent preferred stock issued and outstanding. As of the date of this Agreement, no shares of Parent Common Stock were reserved for issuance, except that an aggregate of 1,215,324 shares of Parent Common Stock were either (bi) reserved for issuance upon the exercise of stock options pursuant to Parent’s equity compensation plans or (ii) issuable to former shareholders of banks that have been acquired by Parent who have yet to present their former shares for exchange. All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. None As of the outstanding shares date of Parent Common Stock is entitled this Agreement, except as referred to above or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth reflected in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii5.2(a) of the Parent Disclosure Schedule, Parent does not have and is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligatedoutstanding subscriptions, to repurchaseoptions, redeem warrants, calls, commitments or otherwise acquire agreements of any outstanding character calling for the purchase or issuance of any shares of Parent Common Stock or any other securities. (c) Except for the equity securities of Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement securities representing the right to purchase or arrangement providing for otherwise receive any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other equity securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger SubParent. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding The shares of Parent Common StockStock to be issued pursuant to the Merger will be duly authorized and validly issued and, Parent Optionsat the Effective Time, Parent RSUs all such shares will be fully paid, nonassessable and other securities free of Parent have been issued and granted in material compliance preemptive rights, with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsno personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, Stock and (ii) 10,000,000 shares of preferred stock of Parentstock, no par value $0.0001 per shareshare (“Parent Preferred Stock”). As of July 31, 2012, (i) 37,179,696 shares of Parent Common Stock were issued and outstanding, all of which no were duly authorized, validly issued, fully paid and non-assessable, and (ii) 3,547,825 shares have been issued and of Parent Common Stock are outstanding as reserved for future issuance pursuant to stock options. As of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding , no shares of Parent Common Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockoutstanding. Except as set forth in this Section 3.6(b)(ii) of 5.03 and the Parent Disclosure ScheduleSEC Documents (as defined below), and except for stock options and awards granted pursuant to the stock option plans of Parent, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent is not under any obligationor Merger Sub. All shares of Parent Common Stock subject to issuance as aforesaid, nor is it bound by any Contract upon issuance on the terms and conditions specified in the instruments pursuant to which it may become obligatedthey are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding contractual obligations of Parent to provide funds to, or authorized stock appreciationmake any investment (in the form of a loan, phantom stockcapital contribution or otherwise) in, profit participation Merger Sub or any other similar person. Neither Parent nor Merger Sub has outstanding debt or debt instruments providing for voting rights. There are no unexpired rights with respect to granted by Parent or Merger SubSub to any person to demand or request that Parent effect a registration under the Securities Act of any securities held by such person or to include any securities of such person in any such registration by Parent. (eb) All The authorized capital stock of Merger Sub consists of 100 shares of common stock, no par value, all of which are owned by Parent. Each outstanding share of capital stock of Merger Sub is duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights in respect thereof and each such share is owned by Parent free and clear of all Liens (other than Liens held by ▇▇▇▇▇ Fargo and other financing sources financing the transactions contemplated hereby and identified to the Company and Equityholder Representative in writing prior to the Effective Time), options, rights of first refusal, agreements, limitations on Parent’s voting rights, except where failure to own such shares free and clear would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The shares of Parent Common StockStock to be issued pursuant to the Merger in accordance with Article II will be duly authorized, validly issued, fully paid and nonassessable, free and clear of Liens and not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation or By-Laws or any agreement to which the Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsis a party or is bound.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 180,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been 107,473,820 are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 20,000,000 shares of preferred stock of ParentParent Preferred Stock, par value $0.0001 per share, none of which no shares have been are issued and are outstanding as of the date of this Agreementoutstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of capital stock of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Parent Entities (other than Parent) holds any shares of capital stock of Parent or any rights to acquire shares of capital stock of Parent. None of the outstanding shares of capital stock of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to or any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there There is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) or any securities of any of the Parent Disclosure Schedule, Entities. None of the Parent Entities is not under any obligation, nor or is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of Parent Common Stock or other securities. (cb) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close date of business on the Reference Datethis Agreement, Parent has (i) reserved 11,591,459 2,117,603 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right issuance pursuant to Parent Options, 2,940,133 shares of repurchase, 8,572,491 Parent Common Stock are subject to issuance pursuant to Parent RSUs and 4,369,875 shares have been of Parent Common Stock are reserved for future issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs pursuant to equity awards not yet granted under the Parent Equity Incentive Plans Plan. Part 3.3(b) of the Parent Disclosure Schedule contains a complete and accurate list that are sets forth with respect to each Parent Equity Award outstanding as of the close date of business this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of a Parent RSU, the dates on which the shares of Parent Common Stock are to be delivered, if different from the applicable vesting schedule. The exercise price per share of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the Reference Datedate of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards granted prior to September 30, and 1,733,281 2012 were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (c) As of the date of this Agreement, 41,463,760 shares remain available for future of Parent Common Stock are subject to issuance pursuant to Parent Warrants and 16,200,000 shares of Parent Common Stock are subject to issuance upon conversion of Parent Notes. Part 3.3(c) of the Parent Equity Incentive PlansDisclosure Schedule contains a complete and accurate list that sets forth with respect to each Parent Warrant and Parent Note outstanding as of the date of this Agreement the following information: (i) the name of the holder of such Parent Warrant or Parent Note; (ii) the number of shares of Parent Common Stock subject to such Parent Warrant or issuable upon conversion of such Parent Note; (iii) the per share exercise price of such Parent Warrant or conversion price of such Parent Note; (iv) the applicable vesting schedule, and the extent to which such Parent Warrant vested and exercisable, if applicable; (v) the date on which such Parent Warrant or Parent Note was issued; and (iivi) 1,049,354 shares have been reserved and available for purchase under the date on which such Parent Warrant expires or on which such Parent Note matures. Other than the Parent ESPPWarrants and Parent Notes, 109,781 shares have been issued under and except as set forth in Sections 3.3(a) or 3.3(b) above or Part 3.3(c) of the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPDisclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Parent Entities to which any of the Parent Entities is party or Merger Subby which it is bound; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent or Merger SubEntities; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciationappreciation rights, phantom stock, profit participation or other similar rights or equity-based awards with respect to any of the Parent Entities; or Merger Sub(iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Parent Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. In addition, Parent has identified on Part 3.3(c) to the disclosure 3,069,804 warrants to Purchase Common Stock under the heading “Excepted Warrants” that are intended to be excepted from the calculation of Fully Diluted Parent Common Stock. Excepted Warrants shall also include any shares of Parent Common Stock issued in exchange for the holders’ cancelation of the Excepted Warrants provided the terms of the Exchange Offer have been approved by the Company in its discretion. (ed) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and all options and other securities of the Parent Entities, have been issued and granted in compliance in all material compliance with respects with: (i) all applicable securities Laws laws and other applicable Laws, Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each of Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights and are held by the Company or a wholly-owned Subsidiary of the Company. All of the outstanding shares and all other securities of each of Parent’s Subsidiaries are owned beneficially and of record by Parent free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement Parent consists of (i) 200,000,000 1,000,000,000 Parent Shares, 15,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseclass B common stock, and (ii) 10,000,000 100,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personstock. As of the close of business on the Reference DateBusiness Day prior to the date of this Agreement, there were 133,742,535 Parent has (i) reserved 11,591,459 Shares, 12,058,614 shares of class B common stock and zero shares of preferred stock issued and outstanding. All outstanding Parent Common Stock for issuance under the Shares have been duly authorized and validly issued, are fully paid and non-assessable. No Parent Equity Incentive Plans, of which 547,337 shares Shares have been issued and are currently outstanding, in violation of which 16,175 shares are subject any Law or any pre-emptive or similar rights applicable to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as them. (b) As of the close of business on the Reference DateBusiness Day prior to the date of this Agreement there were 22,463,132 Parent Shares issuable upon the exercise of outstanding Parent Options, 1,551,933 Parent Shares issuable upon the exercise of outstanding Parent Warrants, zero Parent Shares issuable upon the exercise of outstanding Parent RSUs, and 1,733,281 shares remain available zero Parent Shares issuable upon the exercise of outstanding Parent SARs, zero Parent RSAs outstanding, and zero Parent Performance Awards outstanding. The Parent Equity Incentive Plan, Parent Employee Stock Purchase Plan, the Parent Warrant Agreements, and the issuance of securities thereunder, have been duly authorized in compliance with Law and the terms of such plan or agreement, as applicable. (c) Except for future issuance pursuant to the rights under the Parent Equity Incentive Plans; Plan, including outstanding Parent Options, Parent Performance Awards, Parent RSAs, Parent RSUs, and Parent SARs, the rights under the Parent Employee Stock Purchase Plan, including outstanding Parent Shares, and the rights under the Parent Warrant Agreements, including the Parent Warrants, there are no: (i) options, subscriptions, equity-based awards, calls, rights, warrants, contingent value rights, phantom stock, convertible securities or similar securities convertible into or exchangeable or exercisable for Parent Shares, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to which the Parent or any of its Subsidiaries are a party that obligate the Parent or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Parent or any of its Subsidiaries (or securities convertible into or exchangeable for such securities or equity interests), or give any Person a right to subscribe for or acquire, any securities of the Parent or any of its Subsidiaries; (ii) 1,049,354 shares have been reserved and available for purchase under obligations of the Parent ESPPor any of its Subsidiaries to repurchase, 109,781 shares have been issued under redeem or otherwise acquire any securities of the Parent ESPP and 939,573 shares remain available or any of its Subsidiaries, or qualify securities for future purchase under public distribution in Canada, the U.S. or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of the Parent ESPPor of any of its Subsidiaries; or (iii) notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Parent Shares on any matter except as required by Law. (d) Except The Consideration Shares to be issued pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares capital of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding securityPurchaser, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent will not have been issued and granted in material compliance with (i) all applicable violation of any pre-emptive rights or contractual rights to purchase securities Laws and other applicable Lawsand, and (ii) all requirements set forth in applicable Contractssubject to obtaining the Stock Exchange Approval, will be listed for trading on the NYSE.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 10,777,000 shares have been are issued and are outstanding as of the close of business on the Reference Date, 10,345,334 shares of which 16,175 shares are subject to Parent’s right of repurchase, will be cancelled contemporaneously with the Closing) and (ii) 10,000,000 5,000,000 shares of preferred stock of Parentstock, par value $0.0001 0.001 per shareshare (the “Parent Preferred Stock,” (together with the Parent Common Stock, the “Parent Stock”), of which no shares are issued and outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. Each share of Parent Common Stock was duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued and are outstanding as in violation of the date preemptive rights of this Agreementany Person. Parent does not hold any The offer, issuance and sale of such shares of its capital stock Parent Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in its treasuryconformity with all other applicable securities laws. None of such shares of Parent Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. Except as otherwise set forth in this Agreement or any Schedule hereto, the Parent has no outstanding options, rights or commitments to issue Parent Common Stock or other Equity Securities of the Parent, and there are no outstanding securities convertible or exercisable into or exchangeable for Parent Common Stock or other Equity Securities of the Parent. (b) The authorized capital stock of Acquisition Corp. consists of 3,000 shares of common stock, par value $0.001 per share (the “Acquisition Corp. Common Stock”), of which 1,000 shares are issued and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Acquisition Corp. Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of owned by Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any All outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Acquisition Corp. are duly authorized, validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person. Acquisition Corp. has no outstanding options, rights or commitments to issue shares of Acquisition Corp. Common Stock or any other Equity Security of Acquisition Corp., and there are no outstanding securities of Parent convertible or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible exercisable into or exchangeable for any shares of the capital stock Acquisition Corp. Common Stock or any other securities Equity Security of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.Acquisition Corp.

Capitalization. (a) The authorized capital stock capitalization of Parent as of the date of this Agreement consists of (i) 200,000,000 990,000,000 Parent Common Shares and (ii) 10,000,000 preferred shares of Parent Common Stockbeneficial interest, par value $0.0001 0.01 per share, of which 35,187,344 shares have been issued and are outstanding as of share (the “Parent Preferred Shares”). At the close of business on the Reference DateJune 29, 2015, (A) 236,860,294 Parent Common Shares were issued and outstanding (which includes 270,539 Restricted Parent Shares), (B) no shares of which 16,175 shares are subject to Parent’s right of repurchasePreferred Shares were issued or outstanding, and (iiC) 10,000,000 shares of preferred stock no Parent Common Shares were held by any of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement’s Subsidiaries. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock Shares have been duly authorized and are validly issued, and are fully paid and nonassessable. None of Except for the outstanding shares of Restricted Parent Common Stock is entitled or subject to any preemptive rightShares, right of participationParent RSUs, right of maintenance or any similar right Trustee RSUs and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure SchedulePSUs, there is are no Parent Contract (x) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any shareholder rights plan, relating to the voting issued or registration unissued capital shares of Parent, obligating Parent or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of, or restricting other equity interest in, Parent or any Person from purchasingof its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, sellingor obligating Parent or any of its Subsidiaries to grant, pledging extend or otherwise disposing of enter into any such option, warrant, call, subscription or other similar right, agreement, arrangement or commitment (collectively, “Parent Equity Interests”) or granting any option or similar right with respect to), any shares (y) outstanding obligations of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the or any Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Subsidiary to repurchase, redeem or otherwise acquire any outstanding Parent Common Shares or any shares of, or other Parent Equity Interests in, Parent or any of its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in Parent or any of its Subsidiaries. The Parent Common Shares to be issued to the Company Shareholders in connection with the Merger and the Parent Series A Preferred Shares to be issued upon the conversion of the shares of Company Series B Preferred Stock, in each case, when issued and delivered in accordance with this Agreement, will be duly authorized and issued, fully paid and nonassessable and free and clear of any Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws). (b) There are no voting trusts, proxies or other similar agreements to which Parent or any of its Subsidiaries is a party with respect to the voting of Parent Common Stock Shares or any shares of, or other securitiesEquity Interest, of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its shares or other Parent Equity Interests. There are no bonds, debentures or notes issued by Parent or any of its Subsidiaries that entitle the holder thereof to vote together with shareholders of Parent on any matters related to Parent. No Parent Common Shares are owned by any Parent Subsidiary. (c) Except for Parent or another Parent Subsidiary owns, directly or indirectly, all of the issued and outstanding shares or other Parent Equity Interests of each of the Parent PlansSubsidiaries, Parent does not have free and clear of any stock option plan Liens (other than limitations on transfer and other restrictions imposed by federal or any state securities Laws), and all such shares or other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares Interests have been duly authorized and validly issued and are currently outstandingfully paid, nonassessable and free of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPpreemptive rights. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock All dividends or other distributions on Parent Common Shares and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person declared prior to the effect that date hereof have been paid in full (except to the extent such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There dividends have been publicly announced and are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subnot yet due and payable). (e) All Parent (directly or indirectly) owns beneficially and of record all of the outstanding shares limited liability interests of Parent Common StockMerger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Parent Options, Parent RSUs has engaged in no other business activities and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractshas conducted its operations only as contemplated hereby.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement hereof consists of (i1) 200,000,000 50,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 as of December 31, 1995, (x) 29,971,709 shares have been were issued and are outstanding as of the close of business on the Reference Dateoutstanding, of which 16,175 (2) no shares are subject were held in treasury and (3) 3,863,328 shares were reserved for future issuance pursuant to Parent’s right of repurchase, 's 1984 and 1991 Stock Option Plans and Parent's 1994 Employee Stock Purchase Plan; and (ii) 10,000,000 1,000,000 shares of preferred stock of Parentstock, par value $0.0001 1.00 per shareshare ("Parent Preferred Stock"), of which no shares have been are issued and are outstanding outstanding. Except as described in this Section 4.03 or in Schedule 4.03 (a) of the Parent Disclosure Schedule, as of the date of this Agreement. Parent does not hold any , no shares of its capital stock of Parent are reserved for any purpose. The outstanding shares of capital stock of Parent are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in its treasury.violation of (nor are any of the authorized shares of capital stock of Parent subject to) any preemptive or similar rights created by (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i4.03(a) of above or in Schedule 4.03(b)(i) to the Parent Disclosure Schedule, as of the date hereof there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Parent is no Parent Contract a party relating to the voting issued or registration ofunissued capital stock of Parent or obligating Parent to grant, issue or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), sell any shares of Parent Common Stockthe capital stock of Parent, by sale, lease, license or otherwise. Except as set forth in Section 3.6(b)(iiSchedule 4.03(b)(ii) of to the Parent Disclosure Schedule, as of the date hereof there are no obligations, contingent or otherwise, of Parent is not under or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, of its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securitiescapital stock of Parent. There are no voting trusts, proxies or other agreements or understandings to which Parent is a party or by which Parent is bound with respect to the voting of any shares of capital stock of Parent. (c) Except for the Parent PlansThe authorized capital stock of Merger Sub consists of 1,000 shares of common stock, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personpar value $1.00 per share ("Merger Sub Common Stock"). As of the close date of business on the Reference Datethis Agreement, Parent has 1,000 shares of Merger Sub Common Stock were issued and outstanding and held by Parent, all of which are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Merger Sub's charter or bylaws or any agreement to which Merger Sub is a party or is bound. (id) reserved 11,591,459 The shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been to be issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Merger (i) will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's charter or bylaws or any agreement to which Parent Equity Incentive Plans; is a party or is bound and (ii) 1,049,354 shares have been reserved and available for purchase under will, when issued, be listed on the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPNYSE. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of of: (i) 200,000,000 100,000,000 shares of Parent Common Stockcommon stock, par value $0.0001 per shareshare (the “Parent Common Stock”), of which 35,187,344 18,069,476 shares have been are issued and are outstanding as of the close date of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchasethis Agreement, and (ii) 10,000,000 shares of preferred stock of Parentstock, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) . All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (cb) Except for the Parent’s 2014 Equity Incentive Plan and the Parent’s 2015 Equity Incentive Plans (collectively, the “Parent Equity Plans”) and the Parent’s 2015 Employee Stock Purchase Plan, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 an aggregate of 11,286,043 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans. As of the date of this Agreement, of which 547,337 such reserved shares of Parent Common Stock, (i) 168,254 shares have been issued pursuant to the exercise of outstanding options and options to purchase 2,297,036 shares have been granted and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 (ii) 5,438,923 shares have been reserved for issuance upon exercise issued pursuant to the grant of restricted stock (“Parent Options previously granted Restricted Stock”) of which 1,875 remain subject to vesting and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement risk of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding forfeiture as of the close date of business on the Reference Datethis Agreement, and 1,733,281 (iii) 3,381,830 shares of Parent Common Stock remain available for future issuance pursuant to the Parent Equity Incentive Plans. Section 3.4(b) of the Parent Disclosure Schedule sets forth the following information (A) with respect to each Parent Option outstanding, as of the date of this Agreement: (1) the name of the optionee, (2) the number of shares of Parent Common Stock subject to such Parent Option as of the date of this Agreement, (3) the exercise price of such Parent Option, (4) the date on which such Parent Option was granted, (5) the date on which such Parent Option expires, and (6) the vesting schedule applicable to such Parent Option, including the extent vested to date and whether by its terms the vesting of such Parent Option would be accelerated by the applicable Contemplated Transactions; and (iiB) 1,049,354 shares have been reserved with respect to each share of Parent Restricted Stock outstanding, as of the date of this Agreement: (1) the name of the holder of such Parent Restricted Stock, (2) the date on which such Parent Restricted Stock was granted, and available for purchase under (3) the vesting schedule applicable to such Parent ESPPRestricted Stock, 109,781 shares have been issued under including the extent vested to date and whether by its terms the vesting of such Parent ESPP and 939,573 shares remain available for future purchase under Restricted Stock would be accelerated by the Parent ESPPapplicable Contemplated Transactions. (dc) Except for this Agreement, the Rights, the Warrants, and the outstanding Parent Options and Parent Restricted Stock set forth on Section 3.4(b) of the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPDisclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock stock, membership units or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock stock, membership units or other securities of Parent or Merger Sub; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent or Merger Sub is or may become obligated to sell or otherwise issue any shares of its capital stock, membership units or any other securities; or (iiiiv) condition or circumstance that could be reasonably likely to may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock stock, membership units or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, restricted stock units, equity-based awards or other similar rights with respect to Parent or Merger Sub. (d) Except for the Parent Restricted Stock, the Parent Stockholder Support Agreements (or the lock-up agreements referred to therein), or as set forth in Section 3.4(d) of the Parent Disclosure Schedule, (i) none of the outstanding shares of Parent Capital Stock or Merger Sub Units are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Capital Stock or Merger Sub Units are subject to any right of first refusal in favor of Parent or Merger Sub, as applicable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of Parent or Merger Sub having a right to vote on any matters on which the Parent Stockholders or the sole member of Merger Sub, as applicable, have a right to vote; and (iv) there is no Parent Contract to which Parent or Merger Sub are 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 shares of Parent Capital Stock or Merger Sub Units. Neither Parent nor Merger Sub is under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Capital Stock, Merger Sub Units or other securities. (e) The authorized capital of Merger Sub consists of membership interests (“Merger Sub Units”), all of which are, and immediately prior to Effective Time will be, issued and outstanding and held of record by Parent. The issued and outstanding Merger Sub Units are duly authorized, validly issued, fully paid and nonassessable. Merger Sub has not at any time granted any stock options, restricted stock, phantom stock, profit participation, restricted stock units, equity-based awards or other similar rights. (f) All outstanding shares of Parent Common StockCapital Stock and Merger Sub Units, as well as all Parent Options, Parent RSUs and other securities of Parent have been issued and granted granted, as applicable, in material compliance with (i) all applicable securities Laws laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsLegal Requirements.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 1,000,000 shares of Preferred Stock par value $.01 per share, and (ii) 500,000,000 shares of Parent Common Stock. As of March 31, par value $0.0001 per share2001, 27,455,865 shares of which 35,187,344 Parent Common Stock were issued and outstanding and no shares have of Preferred Stock were issued and outstanding. Each of the outstanding shares of capital stock of Parent is duly authorized, validly issued, fully paid and nonassessable, and has not been issued and in violation of (nor are outstanding as any of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 authorized shares of preferred capital stock of Parent subject to) any preemptive or similar rights created by statute, the charter or bylaws of Parent, par value $0.0001 per shareor any agreement to which Parent is a party or bound. Except as set forth in the Parent Disclosure Schedule, the outstanding shares of capital stock of the subsidiaries of Parent are owned, of which no shares have been issued record and are outstanding as beneficially, by Parent or another subsidiary of the date Parent, free and clear of this Agreement. Parent does not hold any shares of its capital stock in its treasuryall security interests, liens, pledges or charges. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(ithe disclosure schedule delivered to the Company (the "Parent Disclosure Schedule"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights, arrangements or commitments) to which Parent or any of its subsidiaries is a party relating to the issued or unissued capital stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, issue or sell any shares of the capital stock of Parent or any of its subsidiaries by sale, lease, license or otherwise. Except as set forth in the Parent Disclosure Schedule, there is are no Parent Contract relating to the voting material obligations, contingent or registration ofotherwise, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(iior any of its subsidiaries to (i) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; any of its subsidiaries or (ii) outstanding securityprovide funds to, instrument or obligation that is make any investment in (in the form of a loan, capital contribution or may become otherwise), or provide any guarantee with respect to the obligations of, any other person, other than advances to subsidiaries in the normal course of business. Except as described in the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries (x) directly or indirectly owns, (y) has agreed to purchase or otherwise acquire or (z) holds any interest convertible into or exchangeable for or exercisable for, any shares material amount of capital stock (or equivalent equity interest) of any person (other than direct or indirect wholly-owned subsidiaries of the capital stock Parent). Except as set forth in the Parent Disclosure Schedule, there are no material agreements, arrangements or other securities commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of Parent or Merger Sub; any of its subsidiaries. There are no material voting trusts, proxies or (iii) condition other agreements or circumstance that could be reasonably likely understandings to give rise to which Parent or provide any of its subsidiaries is a basis for the assertion party or by which Parent or any of a claim by any Person its subsidiaries is bound with respect to the effect that such Person is entitled to acquire or receive voting of any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany of its subsidiaries. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The As of the Closing Date and after giving effect to the conditions precedent related thereto (and except as otherwise contemplated by the proxy statement currently on file with the SEC) the authorized capital stock of the Parent as shall consist of the date of this Agreement consists of (i) 200,000,000 140,000,000 shares of Parent Common StockStock and 10,000,000 shares of preferred stock, par value $0.0001 0.01 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and Parent (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as “Preferred Stock”). As of the date of this Agreement. Parent does not hold any hereof, 89,593,292 shares of its capital stock in its treasuryCommon Stock, and zero (0) shares of Preferred Stock, shall be issued and outstanding. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) Schedule IX, as of the Parent Disclosure Scheduledate hereof, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has there are (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or no other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other Equity Interests or voting securities of the Parent, (ii) no securities of the Parent convertible into or Merger Sub. There are exchangeable for capital stock or other Equity Interests or voting securities of the Parent, (iii) no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other similar contracts or commitments that could require the Parent to issue, sell or otherwise cause to become outstanding or authorized any of its Equity Interests and (iv) no stock appreciation, phantom stock, profit participation or other similar rights with respect to the Parent or Merger Subany repurchase, redemption or other obligation to acquire for value any capital stock of the Parent. (ec) All outstanding shares of the Parent’s capital stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Business Corporations Act of the Republic of the ▇▇▇▇▇▇▇▇ Islands 1990, the articles of incorporation of the Parent, the bylaws of the Parent Common Stock, or any agreement to which the Parent Options, Parent RSUs and other securities is a party or otherwise bound. None of the shares of the capital stock of the Parent have been issued in violation of any securities Laws. There are no accrued and granted in material compliance unpaid dividends with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsrespect to any outstanding shares of capital stock of the Parent.

Capitalization. (a) The authorized As of the date hereof, the issued share capital of Parent is €3,197,623,761.50, represented by 6,395,247,523 shares of capital stock, each of 50 euro-cents nominal value, fully subscribed and paid up. All outstanding shares of the capital stock of Parent (and all of the shares to be delivered as Share Consideration) have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be prior to issuance in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights arising out of Spanish law, the Parent Bylaws or any contract binding upon Parent, with no personal liability attaching to the ownership thereof. As the date of this Agreement consists of (i) 200,000,000 shares Agreement, there are no bonds, debentures, notes or other indebtedness of Parent Common Stockhaving the right to vote (or convertible into, par value $0.0001 per shareor exchangeable for, of securities having the right to vote) on any matters on which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and Parent shareholders may vote (ii“Voting Debt”) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as other than October 2007 €7 billion Valores mandatorily convertible into Parent Ordinary Shares. As of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract except pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plansthis Agreement, Parent does not have and is not bound by any stock option plan outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the issuance of Parent Ordinary Shares, Voting Debt or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other equity securities of Parent or Merger Sub; any securities representing the right to have any Parent Ordinary Shares issued, Voting Debt or any other equity securities of Parent issued except Parent Ordinary Shares that may be issued pursuant to (i) customary resolutions passed by the Parent’s shareholders meeting under sections 153.1.a) and 153.1.b) of SCL which are currently outstanding for total nominal value of, respectively, €1,563,574,144.5 and €375,000,000, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities pursuant to share option schemes of Parent or Merger Sub; any of its Subsidiaries, or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person due to the effect that such Person is entitled to acquire or receive any shares Parent Ordinary Shares issued following the conversion of capital stock or other securities convertible into Parent Ordinary Shares which were outstanding as at the date of this Agreement (including the October 2007 €7 billion Valores mandatorily convertible into Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger SubOrdinary Shares). (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent as of the date of this Agreement consists of 100,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (i) 200,000,000 the “Parent Preferred Stock”), of which 28,750,000 shares of Parent Common Stock, no shares of Parent Preferred Stock, and 45,214,286 Warrants to purchase Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Immediately following the Closing, the authorized capital stock of Parent shall consist of 235,000,000 shares of Parent Common Stock, of which 175,000,000 shares are designated Class A Common Stock and 60,000,000 shares are designated as Class B Common Stock and 40,000,000 shares of preferred stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 30,000,000 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding designated as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasurySeries A Preferred Stock. (b) All Parent owns all of the issued and outstanding membership interests in each of the Merger Subs. Except as described in the Parent SEC Documents, there are no outstanding securities convertible into, exchangeable for or carrying the right to acquire equity securities of Parent or a Merger Sub, or subscriptions, warrants, options, rights (including preemptive rights), stock appreciation rights, phantom stock interests, or other arrangements or commitments obligating either Parent or a Merger Sub to issue or dispose of any of its respective equity securities or any ownership interest therein. The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the capital stock of either Parent or a Merger Sub, other than Encumbrances created by an ED&F Party. There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever between Parent or a Merger Sub on the one hand and any Person on the other hand with respect to the capital stock of any Subsidiary of Parent or a Merger Sub. Other than as listed in Section 6.7(b) of the Disclosure Schedule, neither Parent nor a Merger Sub owns, directly or indirectly, any stock of or any other equity interest in any other Person. All shares of Parent Common Stock have been and Parent Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized and authorized, validly issued, and are fully paid and nonassessable. None of the outstanding . (c) The shares of Parent Common Stock is entitled or subject and the shares of Parent Series A Preferred Stock to any preemptive rightbe issued to Holdings pursuant to this Agreement will, right upon issuance, be duly authorized, validly issued, fully paid and non-assessable. (d) Except for rights of participation, right holders of maintenance or any similar right and none of the outstanding Parent Common Stock to convert their shares of Parent Common Stock is subject to any right into cash held in the Trust Account (all of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) which rights will expire upon the consummation of the Parent Disclosure ScheduleClosing), there is are no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares outstanding contractual obligations of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) or any of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares capital stock of Parent Common Stock or other securitiesequity interests in Parent and/or any of its Subsidiaries. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.0001 0.01 per share, and 10,000,000 shares of which 35,187,344 shares have been issued and are outstanding as Preferred Stock, par value $0.01 per share. As of the close of business on June 27, 2014 (the Reference “Parent Capitalization Date”), there (i) were 40,287,654 shares of which 16,175 shares are subject to Parent’s right of repurchase, Common Stock outstanding and (ii) 10,000,000 no shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common ’s Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personoutstanding. As of the close of business on the Reference Capitalization Date, no shares of Parent Stock were reserved or to be made available for issuance, except as set forth in Section 5.2(a) of the Parent Disclosure Schedule. All of the issued and outstanding shares of Parent 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. As of the date of this Agreement, except (i) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, (ii) pursuant to any cashless exercise provisions of any options or pursuant to the surrender of shares to Parent or the withholding of shares by Parent to cover tax withholding obligations under Parent’s stock plans and arrangements set forth in Section 5.2(a) of the Parent Disclosure Schedule (collectively, and in each case as the same may be amended to the date hereof, the “Parent Stock Plans”), and (iii) as set forth elsewhere in this Section 5.2(a), Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, sale, repurchase, redemption or issuance of any shares of Parent Stock or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of the Parent capital stock (including any rights plan or agreement). Since the Parent Capitalization Date, Parent has not (i) reserved 11,591,459 issued or repurchased any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than upon the exercise of employee stock options granted prior to such date and disclosed in this Section 5.2(a) or pursuant to the surrender of shares to Parent Common Stock for issuance or the withholding of shares by Parent to cover tax withholding obligations under the Parent Equity Incentive Stock Plans, of which 547,337 or (ii) issued or awarded any options, restricted shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding or other equity-based awards under the Parent Equity Incentive Stock Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (db) The authorized capital stock of Merger Sub consists of 100 shares of common stock, no par value, all of which are issued and outstanding and are owned, of record and beneficially, solely by a subsidiary of the Parent. (c) Except for as set forth in Section 5.2(c) of the Parent PlansDisclosure Schedule, including the neither Parent Optionsnor any of its Subsidiaries own, the Parent RSUs and purchase rights under the Parent ESPPdirectly or indirectly, there is no: (i) outstanding subscriptionany equity or similar interest in, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become interest convertible into or exchangeable for, any equity or similar interest in, any corporation, partnership, joint venture or other similar business association or entity (other than its wholly owned Subsidiaries), with respect to which securities Parent or any of its Subsidiaries has invested (and currently owns) or is required to invest $3,000,000 or more. Except as set forth in Section 5.2(c) of the Parent Disclosure Schedule, Parent owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of Parent’s Subsidiaries free and clear of any Liens and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Neither Parent nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, repurchase, sale, redemption or issuance of any shares of the capital stock or any other securities equity security of any Subsidiary of Parent or Merger Sub; any securities representing the right to purchase or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or otherwise receive any shares of capital stock or any other securities equity security of Parent or Merger Subany such Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights restrictions on the Parent with respect to Parent or Merger Subvoting the stock of any Subsidiary of the Parent. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of the Parent as of the date of this Agreement consists of (i) 200,000,000 75,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock, par value $0.0001 per share, .0l (the "Preferred Stock") none of which 35,187,344 has been designated. As of the Capitalization Date, 41,336,682 shares have been of Parent Common Stock were issued and are outstanding outstanding; no shares of Preferred Stock were issued and outstanding; and no shares of Parent Common Stock were held in the Parent's treasury. Since the Capitalization Date, except as set forth in Section 4.02(a) of the close Parent Disclosure Letter or in the Parent SEC Reports (as defined in Section 4.05) filed prior to April 1, 1998, Parent (i) has not issued any shares of business on Parent Common Stock other than the Reference Dateissuance of shares of Parent Common Stock upon the exercise of options granted pursuant to the Parent Plans, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 has not granted any options, restricted stock or rights to purchase or acquire shares of preferred Parent Common stock of (under the Parent, par value $0.0001 per share, of which no shares have been issued 's employee benefit plans or otherwise) other than the Parent Option Agreement and are outstanding as options granted to newly hired officers and employees of the date Parent and its Subsidiaries and (iii) has not split, combined or reclassified any of this Agreement. Parent does not hold any its shares of its capital stock in its treasury. (b) stock. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessable. None nonassessable and are free of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentrights. Except as contemplated herein and for the Parent Option Agreement or as set forth in this Section 3.6(b)(i4.02 or in Section 4.02(a) of the Parent Disclosure ScheduleLetter or in the Parent SEC Reports filed prior to April 1, 1998, there is are outstanding: (i) no shares of capital stock or other voting securities of the Parent; (ii) no securities of the Parent Contract relating to convertible into or exchangeable for shares of capital stock or voting securities of the voting or registration ofParent and (iii) no options, warrants, rights (including preemptive rights), or restricting any Person other agreements or commitments to acquire from purchasingthe Parent, selling, pledging or otherwise disposing and except as contemplated by this Agreement and by those matters set forth on Section 5.01(b) of (or granting any option or similar right with respect tothe Parent Disclosure Letter), no obligation of the Parent to issue, any shares capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Parent, and no obligation of the Parent Common Stockto grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other similar agreement or commitment (the items in clauses (i), (ii) and (iii) being referred to collectively as the "Parent Securities"). Except as set forth in Section 3.6(b)(ii4.02(a) of the Parent Disclosure ScheduleLetter, there are no outstanding obligations of the Parent is not under or any obligationSubsidiary to repurchase, nor is it bound by redeem or otherwise acquire any Contract pursuant Parent Securities. There are no voting trusts or other agreements or understandings to which it may become obligatedthe Parent or any of its Subsidiaries is a party with respect to the voting of capital stock of the Parent or any of its Subsidiaries. (b) Except as set forth in Section 4.02(b) of the Parent Disclosure Letter or in the Parent SEC Reports filed prior to April 1, 1998, the Parent is, directly or indirectly, the record and beneficial owner of all the outstanding shares of capital stock of each of its Subsidiaries, free and clear of any lien, mortgage, pledge, charge, security interest or encumbrance of any kind, and there are no irrevocable proxies with respect to any such shares. Except as set forth in Section 4.02(b) of the Parent Disclosure Letter or in the Parent SEC Reports filed prior to April 1, 1998, there are no outstanding (i) securities of the Parent or any Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary, or (ii) options, warrants, rights, (including preemptive rights), or other agreements or commitments to acquire from the Parent or any of its Subsidiaries, and no other obligation of the Parent or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries, or any other obligation of the Parent or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other similar agreement or commitment (the items in clauses (i) and (ii) being referred to collectively as the "Parent Subsidiary Securities"). There are no outstanding obligations of the Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securitiesSubsidiary Securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The Parent's authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 20,000,000 shares of Parent Common Stock, of which 12,080,175 were issued and outstanding as of September 30, 1999, and (ii) 1,000,000 shares of Preferred Stock, par value $0.0001 .01 per share, of which 35,187,344 0 shares have been were issued and are outstanding as of the close of business on the Reference DateSeptember 30, of which 16,175 shares are subject to Parent’s right of repurchase1999. Since September 30, and (ii) 10,000,000 shares of preferred stock of Parent1999, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding 1,000,000 shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding No other shares of Parent Common Stock is entitled have been issued, except upon exercise of employee stock options or subject upon conversion of shares of Preferred Stock or pursuant to any preemptive rightthe Parent's Employee Stock Purchase Plan and no additional shares of Preferred Stock have been issued. As of September 30, right of participation1999, right of maintenance or any similar right and none of the there were outstanding options to purchase 4,588,768 shares of Parent Common Stock and no options have been granted after September 30, 1999, except for options granted to employees in the ordinary course of business consistent with past practice. As of the date of this Agreement, warrants to purchase 2,097,123 shares of Parent Common Stock are issued outstanding. Each of the issued shares of capital stock of, or other equity interests in, of the Parent is duly authorized, validly issued and, in the case of shares of capital stock, fully paid and nonassessable, and have not been issued in violation of (nor are any of the authorized shares of capital stock of, or other equity interests in, the Parent subject to) any preemptive or similar rights created by statute, the Certificate of Incorporation or Bylaws of the Parent, or any agreement to any right of first refusal in favor of Parent. which the Parent is a party or is bound. (b) Except as contemplated herein and as set forth disclosed in Section 3.6(b)(i) 4.4 of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting bonds, debentures, notes or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) other indebtedness of the Parent Disclosure Schedule, Parent having the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which stockholders may vote is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem issued or otherwise acquire any outstanding shares of Parent Common Stock or other securitiesoutstanding. (c) Except for the Parent Plans, Parent does not have any Merger Sub's authorized capital stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As consists of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 1,000 shares of Parent Merger Sub Common Stock for issuance under the Parent Equity Incentive PlansStock, all of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPPare outstanding. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of of: (i) 200,000,000 500,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of share (the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase“Parent Common Stock”), and (ii) 10,000,000 shares of preferred stock of Parentstock, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been been, and all shares of Parent Common Stock reserved for issuance pursuant to the Parent Equity Plan will be when issued, duly authorized and validly issued, and are are, or will be when issued, fully paid and nonassessable. None non-assessable. (b) Except as set forth in Parent’s restated articles of organization (as amended), Parent’s bylaws or the Parent Equity Agreements: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participationrepurchase, right of maintenance participation or any similar right and granted by Parent or a Parent Subsidiary; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein ; (iii) there are no bonds, debentures, notes or other indebtedness issued by Parent or any Parent Subsidiary and as set forth in Section 3.6(b)(ioutstanding 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 Parent Disclosure Schedule, may vote; and (iv) there is no Contract to which Parent Contract 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 shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure ScheduleEquity Agreements, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may will become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securitiessecurities of any other Entity. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of November 14, 2023 (the close of business on the Reference “Parent Capitalization Date, Parent has ”): (i) reserved 11,591,459 29,768,568 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been were issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 zero shares have been of preferred stock, par value $0.001 per share, were issued and outstanding; (iii) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding; (iv) 4,961,730 shares of Parent Common Stock were subject to Parent Options; and (v) 3,869,911 shares of Parent Common Stock were reserved for issuance and available for purchase grants of future awards under the Parent ESPPEquity Agreements. From the Parent Capitalization Date through the date of this Agreement, 109,781 neither Parent nor any of the Parent Subsidiaries has issued any shares have been issued of Parent Common Stock or other equity interests of the Parent or any Parent Subsidiary, other than pursuant to Parent Options and restricted stock units under the Parent ESPP and 939,573 shares remain available for future purchase under Equity Agreements, in each case, that were outstanding as of the Parent ESPPCapitalization Date. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPas set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities equity interests, or any restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is based on or derived from, the value of any shares of capital stock or other equity interest of Parent or Merger Subany Parent Subsidiary, in each case, to which Parent or any Parent Subsidiary is a party; (ii) outstanding security, instrument instrument, bond, debenture or obligation note that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger SubParent; or (iii) condition stockholder rights plan (or circumstance that could be reasonably likely similar plan commonly referred to give rise as a “poison pill”) or Contract under which Parent is or may become obligated to sell or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive otherwise issue any shares of its capital stock or other securities of Parent equity interest or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or any other similar rights with respect to Parent or Merger Subsecurities. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent as of the date of this Agreement consists of 100,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share (i) 200,000,000 the “Parent Preferred Stock”), of which 14,319,693 shares of Parent Common Stock, par value $0.0001 per shareno shares of Parent Preferred Stock, and 18,960,000 Warrants to purchase Parent Common Stock are issued and outstanding, all of which 35,187,344 shares have been issued are validly issued, fully paid and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasurynonassessable. (b) All Parent owns either directly or indirectly all of the issued and outstanding shares of capital stock (or other equity securities) in Merger Sub. Except as described in the Parent SEC Documents, there are no outstanding securities convertible into, exchangeable for or carrying the right to acquire equity securities of Parent or Merger Sub, or subscriptions, warrants, options, rights (including preemptive rights), stock appreciation rights, phantom stock interests, or other arrangements or commitments obligating either Parent or Merger Sub to issue or dispose of any of its respective equity securities or any ownership interest therein. The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the capital stock of either Parent or Merger Sub, other than Encumbrances created by Seller. There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever between Parent or a Merger Sub on the one hand and any Person on the other hand with respect to the capital stock of any Subsidiary of Parent or Merger Sub. Other than as listed in Section 5.7(b) of the Disclosure Schedule, neither Parent nor Merger Sub owns, directly or indirectly, any stock of or any other equity interest in any other Person. All shares of Parent Common Stock have been subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized and authorized, validly issued, and are fully paid and nonassessable. None of the outstanding . (c) The shares of Parent Common Stock is entitled or subject to any preemptive rightbe issued pursuant to this Agreement will, right upon issuance, be duly authorized, validly issued, fully paid and non-assessable. (d) Except for rights of participation, right holders of maintenance or any similar right and none of the outstanding Parent Common Stock to convert their shares of Parent Common Stock is subject to any right into cash held in the Trust Account (all of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) which rights will expire upon the consummation of the Parent Disclosure ScheduleClosing), there is are no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares outstanding contractual obligations of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) or any of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares capital stock of Parent Common Stock or other securitiesequity interests in Parent and/or any of its Subsidiaries. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 6,000,000,000 shares of Parent Common StockStock and 25,000,000 shares of preferred stock, par value $0.0001 0.01 per shareshare (“Parent Preferred Stock”). As of July 3, 2003, 2,192,972,838 shares of which 35,187,344 shares have been Parent Common Stock were issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 50,655,400 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this AgreementParent Common Stock were held in treasury. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, and are fully paid and nonassessable. None of Other than as contemplated in the outstanding shares of Parent SEC Reports, Parent has no Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockreserved for issuance. Except as set forth above or in Section 3.6(b)(ii) of the Parent Disclosure ScheduleSEC Reports, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close date of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPPthis Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock are no preemptive or other securities outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or Merger Sub; (ii) outstanding security, instrument any of its Subsidiaries to issue or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive sell any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding any of its Subsidiaries or authorized stock appreciationany securities or obligations convertible or exchangeable into or exercisable for, phantom stockor giving any person a right to subscribe for or acquire, profit participation or other similar rights with respect to any securities of Parent or Merger Subany of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (eb) All outstanding of the shares of Parent Common Stock to be issued in the Merger have been duly authorized and will be, when issued in accordance with this Agreement, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the GCL, the Parent Charter (as defined below), the Parent By-Laws (as defined below) or any agreement to which Parent is a party or otherwise bound. The Parent Common Stock, Parent Optionswhen issued, Parent RSUs will be registered under the Securities Act and other Exchange Act and registered or exempt from registration under any applicable state securities or “blue sky” laws. (c) The authorized capital stock of Parent have been Merger Sub consists of 100 shares of Merger Sub Common Stock, all of which are issued and granted in material compliance with outstanding and fully paid and nonassessable. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (i) all applicable no other shares of capital stock or voting securities Laws and other applicable Lawsof Merger Sub, and (ii) all requirements set forth in applicable Contractsno securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization. (a) The As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares or the shares to be issued in the Private Placement Offering, the authorized capital stock of the Parent as will consist of the date of this Agreement consists of (i) 200,000,000 50,000,000 shares of Parent Common Stock, $0.0001 par value $0.0001 per share, of which 35,187,344 3,500,000 shares have been will be issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 5,000,000 shares of preferred stock of Parentstock, $0.0001 par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreementwill be outstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid free of all preemptive, anti-dilution and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right rights and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and in accordance with applicable laws, including, but not limited to, the Securities Act. Except in connection with the Private Placement Offering, as expressly contemplated by the Transaction Documentation, there are currently outstandingno outstanding or authorized options, of warrants, rights, agreements or commitments to which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance is a party or which are binding upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except providing for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant issuance or right (whether or not currently exercisable) to acquire redemption of any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. Except in connection with the Private Placement Offering or as contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, Parent Options, Parent RSUs and other securities of Parent have been when issued and granted delivered in material accordance with the terms hereof and of the Certificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with (i) all applicable federal and state securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractslaws.

Capitalization. (a) The Parent. Parent is authorized capital stock to issue a maximum of Parent as of the date of this Agreement consists of (i) 200,000,000 Class A Shares, 20,000,000 Class B Shares, and 1,000,000 preferred shares of Parent Common Stock, par value $0.0001 per share0.0001, of which 35,187,344 shares have been 751,837 Class A Shares and 2,062,500 Class B Shares are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date hereof. A total of this Agreement250,942 Class A Shares are reserved for issuance upon conversion of the Parent Convertible Promissory Notes. A total of 86,625 Class A Shares are reserved for issuance with respect to the Deferred Underwriting Amount. A total of 8,760,000 Class A Shares are reserved for issuance with respect to the Parent does not hold any Warrants. No other shares of its capital stock in its treasury. (b) All of the outstanding shares or other voting securities of Parent Common Stock have been are issued, reserved for issuance or outstanding. All issued and outstanding Parent Ordinary Shares are duly authorized and authorized, validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right of participation, right of maintenance or any similar right under any provision of Parent’s Organizational Documents or any contract to which Parent is a party or by which Parent is bound. A total of 8,760,000 Parent Warrants are issued and none outstanding as of the outstanding date hereof. No other shares of capital stock or other voting securities of Parent Common Stock is are issued, reserved for issuance or outstanding. All issued and outstanding Parent Warrants are (i) duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal in favor refusal, preemptive right, subscription right or any similar right under any provision of Parent. Except ’s Organizational Documents or any contract to which Parent is a party or by which Parent is bound and (ii) constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as contemplated herein and as set forth in Section 3.6(b)(i) to enforceability, to general principles of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockequity. Except as set forth in Section 3.6(b)(ii) Parent’s Organizational Documents, there are no outstanding contractual obligations of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent PlansOrdinary Shares, Parent does not have any stock option plan Warrants or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock equity or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger SubParent. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares contractual obligations of Parent to make or provide funds in respect of any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Domesticated Parent Common StockShares, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Parent’s Organizational Documents or any contract to which Parent Options, is a party or by which Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsis bound.

Capitalization. (a) The As of September 27, 1997, the authorized capital stock of Parent as of the date of this Agreement consists consisted of (i) 200,000,000 99,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 21,872,808 shares have been were issued and are outstanding as of the close of business on the Reference Dateoutstanding, all of which 16,175 are validly issued, fully paid and non-assessable, and no shares are subject to Parent’s right of repurchasewere held in treasury, and (ii) 10,000,000 1,000,000 shares of preferred stock of Parentstock, $.10 par value $0.0001 per share, none of which no shares have been was issued and are outstanding as and none of which was held in treasury. No material change in such capitalization has occurred between September 27, 1997 and the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of hereof, except for the outstanding shares issuance of Parent Common Stock have been duly authorized pursuant to Parent stock plans and in connection with acquisitions of businesses. The Parent Common Stock to be issued to the holders of Company Common Stock under the terms of this Agreement will be validly issued, and are fully paid and nonassessablenon-assessable, free and clear of all Liens. None All options, warrants or other rights, agreements, arrangements or commitments of any character existing on the outstanding date hereof to which Parent or a subsidiary or, to Parent's knowledge, any other person is a party relating to the issued or unissued capital stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth its subsidiaries are described in Section 3.6(b)(i) 3.3 of the Parent Disclosure Schedule. There are no obligations, there is no Parent Contract relating to the voting contingent or registration ofotherwise, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) or any of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of any subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary other securities than guarantees of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible bank obligations of subsidiaries entered into or exchangeable for any shares in the ordinary course of business. All of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any outstanding shares of capital stock or other securities of each of Parent's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by Parent or Merger Sub. There are no outstanding or authorized stock appreciationanother subsidiary of Parent, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subfree and clear of all Liens. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as As of the date of this Agreement. , the authorized share capital of Parent does not hold any is US $22,100 divided into 200,000,000 Parent Class A Ordinary Shares of a par value of US $0.0001 each, 20,000,000 Parent Class B Ordinary Shares of a par value of US $0.0001 each, and 1,000,000 preference shares of its a par value of US$0.0001 each, of which 6,848,192 Parent Class A Ordinary Shares (inclusive of Parent Class A Ordinary Shares included in any outstanding Parent Units), 1,747,879 Parent Class B Ordinary Share and no preference shares are issued and outstanding. As of the date of this Agreement, 11,500,000 Parent Public Warrants (inclusive of Parent Public Warrants included in any outstanding Parent Units) and 7,150,000 Parent Private Warrants are issued and outstanding. No other shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. All issued and outstanding Parent Common Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to, and were not issued in its treasury. (b) All violation of, any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Companies Act, Parent’s organizational documents or any contract to which Parent is a party or by which Parent is bound. All outstanding shares of Parent Common Stock Warrants have been duly authorized and validly issuedissued and constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to the Enforceability Exceptions and are not subject to, and are fully paid and nonassessable. None were not issued in violation of, any purchase option, right of the outstanding shares of Parent Common Stock is entitled or subject to any first refusal, preemptive right, subscription right of participation, right of maintenance or any similar right and none under any provision of the outstanding shares of Cayman Companies Act, Parent’s organizational documents or any contract to which Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the a party or by which Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockbound. Except as set forth in Section 3.6(b)(ii) Parent’s organizational documents, there are no outstanding contractual obligations of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any Parent Common Shares or any capital equity of Parent. There are no outstanding shares contractual obligations of Parent to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. All outstanding Parent Units, Parent Common Stock Shares and Parent Warrants have been issued in compliance with all applicable securities and other applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws and the organizational or other securitiesconstitute documents of Parent. (cb) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 Merger Sub is authorized to issue 1,000 shares of Parent common stock, par value $0.0001 per share (“Merger Sub Common Stock for issuance under the Parent Equity Incentive PlansStock”), of which 547,337 1,000 shares have been of Merger Sub Common Stock are issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or date hereof. No other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other voting securities of Parent Merger Sub are issued, reserved for issuance or outstanding. All issued and outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to, and were not issued in violation of, any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, ▇▇▇▇▇▇ Sub’s organizational documents or any contract to which Merger Sub is a party or by which Merger Sub is bound. There are no outstanding contractual obligations of Merger Sub to repurchase, redeem or otherwise acquire any shares of Merger Sub Common Stock or any equity capital of Merger Sub. There are no outstanding contractual obligations of Merger Sub to provide funds to, or authorized stock appreciationmake any investment (in the form of a loan, phantom stockcapital contribution or otherwise) in, profit participation or any other similar rights with respect to Parent or Merger SubPerson. (ec) All outstanding shares Indebtedness of the Parent Common Stock, Parties as of the date of this Agreement is disclosed in Schedule 5.8. No Indebtedness of either Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with Party contains any restriction upon: (i) all applicable securities Laws and other applicable Lawsthe prepayment of any of such Indebtedness, and (ii) all requirements set forth the incurrence of Indebtedness by either Parent Party, (iii) the ability of either Parent Party to grant any Lien on its properties or assets, or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement or the Ancillary Agreements. (d) Since the date of formation of each of the Parent Parties, and except as contemplated by this Agreement, neither of the Parent Parties has declared or paid any distribution or dividend in applicable Contractsrespect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the board of directors of either of the Parent Parties has not authorized any of the foregoing.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 90,000,000 shares of Parent Common StockStock and (ii) 30,000,000 shares of preferred stock, par value $0.0001 0.01 per shareshare (“Parent Preferred Stock”). As of the date hereof, (A) 49,227,524 shares of Parent Common Stock are issued and outstanding 383,100 shares of which 35,187,344 consist of Parent restricted stock (“Parent Restricted Stock”), (B) 572,644 shares of Parent Common Stock have been reserved for issuance pursuant to stock option and stock incentive plans of the Parent (the “Parent Stock Option Plans”) (such shares, the “Parent Options”), subject to adjustment on the terms set forth in such Parent Stock Option Plans, respectively, (C) 18,842,884 shares of Parent Common Stock are held in the treasury of Parent, and (D) no shares of Parent Preferred Stock are issued and outstanding. There are outstanding not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent capital stock may vote (“Voting Parent Debt”). Except for the Parent Options and Parent Restricted Stock, as of the close date hereof, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” unit rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of business on the Reference Date, any kind to which Parent or any of which 16,175 shares are subject to Parent’s Subsidiaries is a party or by which any of them is bound (x) obligating Parent or any Subsidiary of Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital stock of, or any security convertible or exercisable for or exchangeable into any capital stock of, Parent or any Subsidiary of Parent or any Voting Parent Debt, (y) obligating Parent or any Subsidiary of Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as Parent capital stock. As of the date of this Agreement. , there are not any outstanding contractual obligations of Parent does not hold or any shares Subsidiary of its Parent to repurchase, redeem or otherwise acquire any capital stock in its treasuryof Parent or any Subsidiary of Parent. (b) All of the The issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessablenon-assessable. None of the outstanding Such shares of Parent Common Stock is entitled were not issued in violation of pre-emptive or similar rights or any other agreement or understanding binding on Parent. The Parent Common Stock to be issued pursuant to or as specifically contemplated by this Agreement will, upon obtaining the Parent Shareholder Approval, and, as of the Effective Time and, if and when issued in accordance with the terms hereof or thereof, be duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive right, right of participation, right of maintenance or any similar right and none rights. All of the outstanding shares equity interests of the Subsidiaries of Parent Common Stock is subject have been duly authorized and are validly issued, fully paid (to any right the extent required under the applicable governing documents) and non-assessable and free of first refusal in favor of Parent. Except as contemplated herein and pre-emptive rights (except as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration ofcontrary in the applicable governing documents), or restricting any Person from purchasing, selling, pledging or otherwise disposing and were not issued in violation of (or granting any option pre-emptive or similar right with respect to)rights; and all such equity interests are owned free and clear of all Liens, any shares of Parent Common Stock. Except as set forth except for applicable securities laws and restrictions on transfer contained in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securitiesapplicable governing documents. (c) Except for There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement of its Subsidiaries is a party or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under by which the Parent Equity Incentive Plans, or any of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant its Subsidiaries is bound with respect to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares voting of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock of the Parent or other securities any of its Subsidiaries or the registration of the offer or sale of any shares of capital stock of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany of its Subsidiaries under the Securities Act. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of the Parent as of the date of this Agreement consists of 150,000,000 shares of Parent Common Stock and 20,000,000 shares of Parent Preferred Stock. As of February 22, 2003, there were outstanding (i) 200,000,000 56,638,331 shares of Parent Common Stock, par value $0.0001 per share, including all shares restricted under any compensation plan or arrangement of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 Options to purchase an aggregate of 5,351,926 shares of preferred stock of ParentParent Common Stock, par value $0.0001 per share, all of which no shares have been issued and are outstanding as subject to the Parent Stock Option Plans. As of the date of this Agreement. Parent does not hold any , an adequate number of shares of its capital stock Parent Common Stock are reserved for issuance pursuant to the Parent Stock Purchase Plan and the Parent Stock Option Plans, and 35,658,073 shares of Parent Common Stock were held in its treasurytreasury by Parent. There are no shares of Parent Preferred Stock outstanding and no options, warrants or other agreements outstanding to purchase shares of Parent Preferred Stock. (b) All of the outstanding shares of capital stock of Parent Common Stock and its Subsidiaries (i) have been duly authorized and validly issued, issued and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or , (ii) are not subject to preemptive or other similar rights (and were not issued in violation of any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect tosuch rights), any shares of Parent Common Stockand (iii) were issued in compliance with all applicable federal and state securities Laws. Except as set forth in this Section 3.6(b)(ii) 5.5, except for changes after February 22, 2003 resulting solely from the exercise of options under the Parent Disclosure ScheduleStock Option Plans or from purchases of stock under the Parent Stock Purchase Plan, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except and except for the Parent PlansConvertible Debentures, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has there are no outstanding (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other voting securities of Parent or any of its Subsidiaries, (ii) securities of Parent or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or voting securities of Parent or any of its Subsidiaries, and (iii) options or other rights to acquire from Parent or any of its Subsidiaries, or obligations of Parent or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of Parent or any of its Subsidiaries. (c) The shares of Parent Common Stock to be issued to holders of Company Common Stock as part of the Merger Sub. Consideration under Article II of this Agreement have been duly authorized and, when issued, will be validly issued, fully paid and non-assessable and will be issued in compliance with all applicable federal and state securities Laws. (d) There are no outstanding or authorized stock appreciationbonds, phantom stockdebentures, profit participation notes or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares indebtedness of Parent Common Stockhaving the right to vote (or, other than the Parent OptionsConvertible Debentures, Parent RSUs and other convertible into or exercisable or exchangeable for securities of Parent have been issued and granted in material compliance with (ihaving the right to vote) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractson any matters.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (ix) 200,000,000 1,000,000,000 shares of Parent Common Stock, and (y) 30,000,000 shares of preferred stock, par value $0.0001 0.01 per shareshare (the “Parent Preferred Stock”). As of immediately prior to the Effective Time, Parent shall have no shares of which 35,187,344 Parent Preferred Stock and no more than 282,877,942 shares have been issued of Parent Common Stock outstanding on a fully diluted, as converted and are outstanding as exercised basis (including any phantom units and management incentive units). As of the close of business on February 16, 2018 (the Reference “Parent Capitalization Date, ”): (i) 279,654,028 shares of which 16,175 shares are subject to Parent’s right of repurchase, Parent Common Stock were issued and outstanding; (ii) 10,000,000 no shares of preferred stock of Parent, par value $0.0001 per share, of which Parent Preferred Stock were issued or outstanding; and (iii) no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock Common Stock were held by Parent in its treasury. (b) All From the close of business on the outstanding Parent Capitalization Date through the date of this Agreement, no shares of Parent Common Stock have been duly authorized and validly issued, and or Parent Preferred Stock or other rights to purchase or receive (or that are fully paid and nonassessable. None of the outstanding valued by reference to) shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance Parent Preferred Stock have been granted or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockissued. Except as set forth in Section 3.6(b)(ii4.3(a), (i) there are not outstanding, authorized or reserved for issuance any (A) shares of capital stock or other voting securities of Parent, (B) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, (C) options, warrants, calls, phantom stock or other rights to acquire from Parent, or obligations of Parent to issue or sell, any capital stock, voting securities or securities convertible into, exercisable for, or exchangeable for, or giving any Person a right to subscribe for or acquire, any capital stock or voting securities of Parent or (D) rights issued by Parent or any subsidiary of Parent that are linked to, or based upon, the value of shares of capital stock or voting securities of Parent Disclosure Schedule(collectively, “Parent is not under any obligationSecurities”), nor is it bound by any Contract pursuant to which it may become obligated, and (ii) there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any Parent Securities. All outstanding shares Parent Securities are duly authorized, validly issued, fully paid and non-assessable and free of Parent Common Stock pre-emptive or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personsimilar rights. As Each of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other voting securities of each of Parent’s subsidiaries is (i) duly authorized, validly issued, fully paid and nonassessable, to the extent such concept is applicable, (ii) owned by Parent or Merger Subanother subsidiary of Parent and (iii) owned free and clear of all Liens and limitations in voting rights (other than (x) Parent Permitted Liens described in clause (F) of the definition thereof and (y) transfer and other restrictions under applicable federal and state securities Laws). There are no not outstanding or authorized any (A) securities of any of Parent’s subsidiaries convertible into or exchangeable for shares of capital stock appreciationor voting securities of any such subsidiary, (B) preemptive rights, options, warrants, calls, phantom stock, profit participation conversion rights, redemption rights, repurchase rights or other similar rights with respect to acquire from Parent or Merger Sub. any of Parent’s subsidiaries, or obligations of Parent or any of Parent’s subsidiaries to issue or sell, any capital stock, voting securities or securities convertible into, exercisable for, or exchangeable for, or giving any Person a right to subscribe for or acquire, any capital stock or voting securities of any such subsidiary or (eC) All rights issued by Parent or a Parent subsidiary that are linked to, or based upon, the value of shares of capital stock or other voting securities of Parent’s subsidiaries. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter pursuant to the terms thereof. No subsidiary of Parent owns any shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsSecurities.

Capitalization. As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares or the Share Contribution (a) The as defined below), the authorized capital stock of the Parent as will consist of the date of this Agreement consists of (i) 200,000,000 100,000,000 shares of Parent Common Stock, $0.001 par value $0.0001 per share, of which 35,187,344 4,503,602 shares have been will be issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 5,000,000 shares of preferred stock of Parentstock, $0.001 par value $0.0001 per share, of which no shares have been issued and are will be outstanding as (assuming the effect of the date dividend declared on May 24, 2016). The Parent Common Stock is presently eligible for quotation and trading on the OTC Markets Group Inc. (“OTC Markets”) and is not subject to any notice of this Agreementsuspension or delisting. Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid free of all preemptive rights and nonassessable. None of have been issued in accordance with applicable laws, including, but not limited to, the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of ParentSecurities Act. Except as contemplated herein and by the Transaction Documentation or as set forth described in Section 3.6(b)(i) 3.2 of the Parent Disclosure Schedule, there is are no Parent Contract relating outstanding or authorized options, warrants, rights, agreements or commitments to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of which the Parent Disclosure Schedule, is a party or which are binding upon the Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except providing for the Parent Plans, Parent does not have issuance or redemption of any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. Except as contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance in all material respects with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, Parent Optionswhen issued and delivered in accordance with the terms hereof and of the Certificate of Merger, Parent RSUs shall be duly and other validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. At the Effective Time, after giving effect to the surrender by the Split-Off Purchaser of 3,603,602 shares (assuming the effect of the dividend declared on May 24, 2016) of Parent have been Common Stock (the Share Contribution) in connection with the Split-Off and the cancellation thereof, but prior to giving effect to the issuance of the Merger Shares, there will be 900,000 shares of Parent Common Stock issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsoutstanding.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Class A Common Stock, par value $0.0001 0.01 per share (“Parent Class A Common Stock”), of which 53,185,439.22 shares are issued and outstanding, (ii) one share of Parent Class B Common Stock, which is issued and outstanding, (iii) 999,999 shares of Class C Common Stock, par value $0.01 per share, of which 35,187,344 115,062 shares have been are issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (iiiv) 10,000,000 25,000,000 shares of preferred stock of ParentPreferred Stock, par value $0.0001 0.01 per share, none of which no are outstanding. The number of authorized and unissued shares have been issued and of Parent Class A Common Stock are outstanding as sufficient to issue the Seller Consideration hereunder, including shares of Parent Class A Common Stock to be reserved for issuance upon conversion of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasuryVirgin Opco Partnership Units to be issued as Seller Consideration hereunder and the Investment Shares. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and Other than as set forth in Section 3.6(b)(i6.2(a) of this Agreement or in Section 6.2(b) of the Parent Disclosure Schedule, there is are no outstanding (i) shares of Parent Contract capital stock or Parent voting securities, (ii) subscriptions, options, warrants, restricted stock units, puts, calls, agreements or other commitments or rights of any type relating to the voting issuance, sale, repurchase or registration oftransfer of any securities of Parent, or restricting any Person from purchasing(iii) other than the Virgin Opco Partnership Units, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans securities that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the Parent capital stock or other Parent voting securities, neither Parent nor any of its Subsidiaries has any obligation of any kind to issue any additional securities or to pay for, repurchase, redeem or otherwise acquire any securities of Parent or Merger Sub; any of its Subsidiaries or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for any of their respective predecessors. Each of Virgin Group and Sprint has waived its subscription rights under the assertion Stockholders’ Agreement, and Parent has provided evidence of a claim by any Person such waiver to the effect Company and SKT. (c) Each outstanding share of Parent capital stock is, and each share of Parent capital stock that such Person is entitled will be issued pursuant to acquire or receive this Agreement will be, when issued, duly authorized and validly issued, fully paid and nonassessable, and not subject to any preemptive rights. The issuance and sale of all of the shares of capital stock described in this Section 6.2 have been and will be in compliance with United States federal and state securities laws. Except as may be provided in the Registration Rights Agreement, neither Parent nor any of its Subsidiaries is obligated to register any securities under the Securities Act or under any state securities law or has granted registration rights to any individual or entity. (d) Except as set forth in Section 6.2(d) of the Parent Disclosure Schedule and other securities than the Voting Agreements, there are no agreements relating to the voting, purchase or sale of Parent capital stock between or Merger Sub. There are no outstanding among Parent and any of its stockholders, option holders or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany third party. (e) All outstanding shares As of the date of this Agreement, there are 65,195,723 Virgin Opco Partnership Units issued and outstanding. Each Virgin Opco Partnership Unit is exchangeable, at the option of its holder, for one share of Parent Class A Common Stock. (f) Other than as set forth in this Section 6.2 or in Section 6.2(f) of the Parent Disclosure Schedule, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with there are no outstanding (i) all applicable securities Laws and other applicable Lawsequity interests of Virgin Opco, and (ii) all requirements subscriptions, options, warrants, restricted stock units, puts, calls, agreements or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer of any equity interest of Virgin Opco or (iii) securities that are convertible into or exchangeable for any equity interests of Virgin Opco and Virgin Opco does not have any obligation of any kind to issue any additional securities or to pay for, repurchase, redeem or otherwise acquire any securities of Virgin Opco. (g) Each of the Virgin Opco Partnership Units is, and each Virgin Opco Partnership Unit that may be issued pursuant to this Agreement will be, duly authorized and validly issued, fully paid and nonassessable, and not subject to, nor were they issued in violation of, any preemptive rights. (h) Except as set forth in applicable ContractsSection 6.2(h) of the Parent Disclosure Schedule, there are no contracts relating to the voting, purchase or sale of Virgin Opco Partnership Units between or among the Virgin Opco, any of its equity holders or any third party.

Capitalization. As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares or the Share Contribution (a) The as defined below), the authorized capital stock of the Parent as will consist of the date of this Agreement consists of (i) 200,000,000 300,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 28,597,804 shares have been will be issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 shares of preferred stock of Parentstock, $0.001 par value $0.0001 per share, of which no shares have been issued are outstanding. The Parent Common Stock is presently eligible for quotation and are outstanding as trading on the Over-The-Counter Bulletin Board (“OTCBB”) and is not subject to any notice of suspension or delisting nor is Parent aware of any facts or circumstances that could cause the date of this AgreementParent Common Stock to be suspended or delisted . Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid and nonassessable. None free of the outstanding shares of Parent Common Stock is entitled or subject to any all preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentrights. Except as contemplated herein and by the Transaction Documentation or as set forth described in Section 3.6(b)(i) 3.2 of the Parent Disclosure Schedule, there is are no Parent Contract relating outstanding or authorized options, warrants, rights, agreements or commitments to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of which the Parent Disclosure Schedule, is a party or which are binding upon the Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except providing for the Parent Plans, Parent does not have issuance or redemption of any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. Except as contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, Parent Optionswhen issued and delivered in accordance with the terms hereof and of the Certificate of Merger, Parent RSUs shall be duly and other validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. At the Effective Time, after giving effect to the surrender by the Split-Off Purchaser of 23,100,000 shares of Parent have been Common Stock (the “Share Contribution”) in connection with the Split-Off, but prior to giving effect to the issuance of the Merger Shares (including the Indemnification Escrow Shares), there will be 5,500,000 shares of Parent Common Stock issued and granted outstanding (subject to adjustment as provided in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsSection 1.14).

Capitalization. As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares or the Share Contribution (a) The as defined below), the authorized capital stock of the Parent as will consist of the date of this Agreement consists of (i) 200,000,000 300,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 5,150,171 shares have been will be issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 shares of preferred stock of Parentstock, $0.001 par value $0.0001 per share, of which no shares have been issued will be outstanding. The Parent Common Stock is presently eligible for quotation and are outstanding as trading on the OTC Markets Group Inc. (“OTC Markets”) and is not subject to any notice of the date of this Agreementsuspension or delisting. Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid and nonassessable. None free of the outstanding shares of Parent Common Stock is entitled or subject to any all preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentrights. Except as expressly contemplated herein and by the Transaction Documentation or as set forth described in Section 3.6(b)(i) 3.2 of the Parent Disclosure Schedule, there is are no Parent Contract relating outstanding or authorized options, warrants, rights, agreements or commitments to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of which the Parent Disclosure Schedule, is a party or which are binding upon the Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except providing for the Parent Plans, Parent does not have issuance or redemption of any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. Except as expressly contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, Parent Optionswhen issued and delivered in accordance with the terms hereof, Parent RSUs shall be duly and other validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. At the Effective Time, after giving effect to the surrender by the Split-Off Purchaser of 4,150,171 shares of Parent have been Common Stock (the “Share Contribution”) in connection with the Split-Off, but prior to giving effect to the issuance of the Merger Shares, there will be 1,000,000 shares of Parent Common Stock issued and granted outstanding (subject to subsequent adjustment as provided in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsSection 1.14).

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 80,000,000 shares of Parent Common Stockclass A common stock, par value $0.0001 0.025 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 80,000,000 shares of preferred stock of Parentclass B common stock, par value $0.0001 0.025 per share, 20,000,000 shares of which class C common stock, par value $0.025 per share and 500,000 shares of preferred stock, par value $0.01 per share (collectively, the “Parent Shares”). As of December 31, 2014, (x) 34,595,145 shares of class A common stock of Parent were issued and outstanding and 5,431,836 shares of class A common stock of Parent were held in Parent’s treasury, (y) 14,198,464 shares of class B common stock of Parent were issued and outstanding and 807,800 shares of class B common stock of Parent were held in Parent’s treasury and (z) no shares have been of class C common stock of Parent were issued and are outstanding as of the date of this Agreement. Parent does not hold any and 475,906 shares of its capital class C common stock of Parent held in its Parent’s treasury. (b) . Other than 7,871,652 shares of class A common stock of Parent reserved for issuance under the Parent Equity Plans, Parent has no shares reserved for issuance. All of the issued and outstanding shares Parent Shares have been, and all of the Parent Common Stock have been Shares to be issued pursuant to the Merger will be when issued, duly authorized and validly issued, and are fully paid and nonassessable. None nonassessable and not issued in violation of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance rights or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right rights of first refusal in favor created by Law, Parent’s organizational documents or any Contract to which Parent or any of Parentits Subsidiaries is a party or by which it or its assets are bound. Except as contemplated herein set forth above and except as set forth in Section 3.6(b)(i) Part 4.2 of the Parent Disclosure Schedule, there is are no Parent Contract relating to the voting outstanding preemptive or registration ofother outstanding rights, or restricting any Person from purchasingobligations, sellingsubscriptions, pledging or otherwise disposing of (or granting any option options, units, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, convertible securities, calls, commitments or similar right with respect to)derivative securities or agreements, arrangements or rights of any shares of kind that obligate Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem purchase or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive issue any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding any securities or authorized stock appreciationobligations convertible or exchangeable into or exercisable for, phantom stockor giving any Person a right to subscribe for or acquire, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other any securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable LawsParent, and (ii) all requirements set forth no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon issuance of any Parent Shares in applicable Contractsaccordance with the terms of the Parent Equity Plans, such Parent Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Encumbrances created by Parent.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 9,000,000,000 shares of Parent Common Stock, par value $0.0001 per shareof which, as of which 35,187,344 January 31, 2008 (the “Parent Capitalization Date”), 3,396,539,059 shares have been were issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseoutstanding, and (ii) 10,000,000 200,000,000 shares of preferred stock of Parentstock, $1.00 par value $0.0001 per share(the “Parent Preferred Stock”), none of which no shares have been were issued and are outstanding as of the date of this Agreementoutstanding. Parent does not hold any shares of its capital stock in its treasury. (b) All of the issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. None As of the outstanding shares date of this Agreement, no Voting Debt of Parent Common Stock is entitled issued or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentoutstanding. Except as contemplated herein and as set forth in Section 3.6(b)(i) As of the Parent Disclosure ScheduleCapitalization Date, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract except pursuant to which it may become obligatedthis Agreement, Parent’s dividend reinvestment plan and stock repurchase plans entered into by Parent from time to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Planstime, Parent does not have and is not bound by any stock option plan outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except character calling for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire issuance of any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent OptionsPreferred Stock, Voting Debt of Parent RSUs and or any other equity securities of Parent have been or any securities representing the right to purchase or otherwise receive any shares of Parent Common Stock, Parent Preferred Stock, Voting Debt of Parent or other equity securities of Parent. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized and granted in material compliance validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contractsno personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of Parent as consists solely of the date of this Agreement consists of (i) 200,000,000 30,000,000 shares of Parent Common Stock, and 5,000,000 shares of preferred stock, par value $0.0001 0.01 per share, share ("PARENT PREFERRED STOCK"). As of which 35,187,344 the date hereof: (i) 8,606,859 shares have been of Parent Common Stock are issued and outstanding, 3,830,076 shares of Parent Common Stock are outstanding as held in treasury, and no shares of the close of business on the Reference Date, of which 16,175 shares Parent Preferred Stock are subject to Parent’s right of repurchase, issued and outstanding; and (ii) 10,000,000 1,687,046 shares of preferred stock of Parent Common Stock are reserved for purchase pursuant to Parent's Non-Employee Director Stock Option Plan, par value $0.0001 per share, of which no shares have been issued Parent's Amended 1994 Stock Incentive Plan and are outstanding as of Parent's 1999 Stock Incentive Plan (collectively the date of this Agreement"PARENT OPTION PLANS"). Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized are, and all shares of Parent Common Stock which may be issued prior to the Effective Time upon exercise of any option or other right will be, validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights. None Except as set forth above, as of the date hereof there are outstanding no shares of capital stock or other voting securities of Parent and no equity equivalent interests in the ownership or earnings of Parent or the Parent Subsidiaries. All of the outstanding shares of capital stock, or other ownership interest, of each Parent Subsidiary (including Merger Sub) are validly issued, fully paid and nonassessable, and are owned by Parent or another Parent Subsidiary free and clear of all security interests, liens, claims, pledges, charges or other encumbrances of any nature whatsoever. (b) Section 4.3 of the Parent Disclosure Schedule sets forth a true and complete list of all outstanding rights, including options, to purchase Parent Common Stock is entitled or subject to any preemptive Stock, the name of each holder thereof, the number of shares purchasable thereunder, the date of vesting of such right, right any rights of participation, right holders of maintenance such rights that will be triggered by the consummation of the Merger and the per share exercise or purchase price of each right. There are no securities of Parent or any similar right and none of the outstanding Parent Subsidiary convertible or exchangeable for shares of capital stock or voting securities of Parent Common Stock is subject to or any right of first refusal in favor of Parent. Except as contemplated herein and Parent Subsidiary; and, except as set forth in Section 3.6(b)(i) 4.3 of the Parent Disclosure Schedule, there is are no options, warrants or other similar rights, agreements, arrangements or commitments of any character obligating Parent Contract relating or any Parent Subsidiary to the voting issue or registration sell any shares of capital stock of, or restricting other equity interests in, Parent or any Person from purchasingParent Subsidiary. There are no obligations, sellingcontingent or otherwise, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the or any Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities equity interest of any Parent Subsidiary or Merger Sub; to make any investment (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of in the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion form of a claim by loan, capital contribution or otherwise) in any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger SubSubsidiary. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding 100,000,000 shares of Parent Common Stock have been duly authorized and validly issued(ii) 5,000,000 shares of preferred stock, $0.01 par value per share, none of which is issued and are fully paid outstanding and nonassessablenone of which is held in treasury. None As of the outstanding July 1, 1997, (i) 28,587,573 shares of Parent Common Stock is entitled or subject to any preemptive rightwere issued and outstanding, right all of participationwhich are validly issued, right of maintenance or any similar right fully paid and none of the outstanding nonassessable, and no shares were held in treasury, (ii) no shares of Parent Common Stock is subject to any right of first refusal in favor were held by subsidiaries of Parent, and (iii) 3,469,854 shares of Parent Common Stock were reserved for future issuance under Parent's stock option and employee stock purchase plans. Except as contemplated herein and as set forth in this Section 3.6(b)(i3.3 or in Section 3.3(a) of the Parent Disclosure Schedule, 20 26 there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, Parent or any of its subsidiaries. Except as disclosed in Section 3.3(a) of the Parent Disclosure Schedule, there is are no Parent Contract relating to the voting obligations, contingent or registration ofotherwise, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) or any of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. the capital stock of any subsidiary or to provide funds to or make any investment (cin the form of a loan, capital contribution, guaranty or otherwise) Except for the Parent Plans, Parent does not have in any stock option plan such subsidiary or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Personentity. As Except as set forth in Section 3.3(a) of the close of business on the Reference DateParent Disclosure Schedule, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as all of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock of each of Parent's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by Parent or other securities a subsidiary of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subfree and clear of all Liens. (eb) As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, $.10 par value per share, of which 100 shares are issued and outstanding. All the outstanding shares of Parent Common Stockcapital stock of Merger Sub are owned by Parent, Parent Options, Parent RSUs free and other securities clear of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable ContractsLiens.

Capitalization. (a) The authorized capital stock of Parent consists of 120,000,000 Parent Shares and 10,000,000 shares of preferred stock, par value $0.01 per share, of Parent (“Parent Preferred Shares”). At the close of business on November 10, 2006, (i) 46,795,500 Parent Shares (excluding treasury shares) were issued and outstanding, (ii) no Parent Shares were held by Parent in its treasury, (iii) no Parent Preferred Shares were issued and outstanding and (iv) 16,370,346 Parent Shares were reserved for issuance pursuant to outstanding unexercised employee stock options granted pursuant to Parent’s stock option plans or otherwise. No shares of capital stock of Parent are owned by any Subsidiary of Parent. All of the outstanding shares of capital stock of Parent have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive and similar rights. Except as set forth above and for changes since the date hereof resulting from the exercise of Parent Options outstanding on such date (as disclosed in Section 5.2(a) of the Parent Disclosure Schedule) in accordance with their terms, as of the date of this Agreement consists of there are no outstanding (i) 200,000,000 shares of Parent Common Stockcapital stock, par value $0.0001 per share, debt securities or other voting securities of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and ; (ii) 10,000,000 securities of Parent or any of its Subsidiaries convertible into or exchangeable for shares of preferred stock capital stock, debt securities or voting securities or ownership interests in Parent; (iii) subscriptions, calls, contracts, commitments, understandings, restrictions, arrangements, rights, warrants, options, or other rights to acquire from Parent or any Subsidiary of Parent, par value $0.0001 per shareor obligations of Parent or any Subsidiary of Parent to issue any capital stock, debt securities, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities, debt securities or ownership interests in, Parent, or obligations of which no shares have been issued and are outstanding as Parent or any Subsidiary of the date Parent to grant, extend or enter into any such agreement or commitment; or (iv) obligations of this Agreement. Parent does not hold or any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares securities of Parent Common Stock Parent, or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan to vote or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As to dispose of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares Parent. All of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs debt and other equity securities of Parent have been offered and issued and granted in material compliance with (i) all applicable securities Laws laws, including the Securities Act and other applicable Laws“blue sky” laws. (b) All shares of capital stock of Parent to be issued in connection with the Merger, when issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and (ii) all requirements set forth in applicable Contractsnon-assessable and free of preemptive and similar rights.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 One Hundred Million (100,000,000) shares of Parent Common Stock, par value $0.0001 0.001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 Ten Million (10,000,000) shares of preferred stock of ParentPreferred Stock, par value $0.0001 0.001 per share, . The Parent has 15,000,000 shares of which no shares have been Common Stock issued and are outstanding as of the date of this Agreement. The Parent does Stock to be issued to the Stockholders pursuant to this Agreement, when issued hereunder, will be duly and validly authorized and are validly issued, fully paid and non-assessable. No shares of Parent Stock (including, but not hold limited to the shares of Parent Stock to be issued to the Stockholders pursuant to this Agreement) or any other security of Parent are entitled to preemptive rights or registration rights and, except for this Agreement, there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) provided on Schedule 4.03 hereto, there are no contracts, commitments, understandings, or arrangements by which Parent is or may become bound to issue additional shares of the capital stock of Parent Disclosure Scheduleor options, there is no Parent Contract relating to the voting securities or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any rights convertible into shares of Parent Common Stockcapital stock of Parent. Except as set forth provided in Section 3.6(b)(ii) of the Parent Disclosure Schedulethis Agreement, Parent is not under any obligation, nor is it a party to or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for understanding granting registration or anti-dilution rights to any equity-based compensation for person with respect to any Personof its equity or debt securities. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Dateis not a party to, and 1,733,281 shares remain available for future issuance pursuant to it has no knowledge of, any agreement or understanding restricting the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant voting or right (whether or not currently exercisable) to acquire transfer of any shares of the capital stock of Parent. Parent has furnished or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person made available to the Stockholders and the Company true and correct copies of Parent’s Articles of Incorporation as in effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of on the date hereof (the “Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable LawsCharter”), and Parent’s Bylaws as in effect on the date hereof (ii) all requirements set forth in applicable Contractsthe “Parent Bylaws”).

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 12,215,018 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, Date and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. Section 3.6(a) of the Parent Disclosure Schedule lists, as of the Reference Date, (A) each holder of issued and outstanding Parent Warrants, (B) the number and type of shares subject to each Parent Warrant, (C) the exercise price of each Parent Warrant and (D) the termination date of each Parent Warrant. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent PlansPlans and as set forth on Section 3.6(c) of the Parent Disclosure Schedule, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 4,750,636 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 476,135 shares have been issued and are currently outstanding, of which 16,175 no shares are subject to Parent’s right of repurchase, 8,572,491 3,074,469 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 zero shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, Date and 1,733,281 1,200,031 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 473,733 shares have been reserved and available for purchase under the Parent ESPP, 109,781 no shares have been issued under the Parent ESPP and 939,573 473,733 shares remain available for future purchase under the Parent ESPP. Section 3.6(c) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the Reference Date: (i) the name of the optionee; (ii) the number of shares of Parent Common Stock subject to such Parent Option at the time of grant; (iii) the number of shares of Parent Common Stock subject to such Parent Option as of the Reference Date; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of Reference Date; (vii) the date on which such Parent Option expires; and (viii) whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Parent has made available to the Company accurate and complete copies of equity incentive plans pursuant to which Parent has equity-based awards, the forms of all award agreements evidencing such equity-based awards and evidence of board and stockholder approval of the Parent Plans and any amendments thereto. Section 3.6(c) of the Parent Disclosure Schedule sets forth a list of Parent Options and Parent RSUs that have accelerated vesting. (d) Except for the Parent Warrants, the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Subany of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Subany of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iiiiv) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Subany of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Subany of its Subsidiaries. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs RSUs, Parent Warrants and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 175,000,000 shares of Parent Common Stock, par value $0.0001 0.0005 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 5,000,000 shares of preferred stock of ParentPreferred Stock, par value $0.0001 0.001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. share (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to"PARENT PREFERRED STOCK"), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on December 4, 2000, 75,540,963 shares of Parent Common Stock were issued and outstanding. As of the Reference Datedate hereof, no shares of Parent Preferred Stock were issued or outstanding. As of December 4, 2000, Parent has (i) had reserved 11,591,459 an aggregate of 19,177,576 shares of Parent Common Stock for issuance pursuant to Parent's 1996 Stock Incentive Plan, ViaVideo 1996 Stock Option/Stock Issuance Plan, under the Parent Equity Incentive Plans, of which 547,337 options to purchase 10,076,454 shares have been issued and are currently were outstanding, of which 16,175 and 1,157,194 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain Common Stock were available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under Employee Stock Purchase Plan. Except as set forth in the Parent ESPPimmediately preceding sentence, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding except as set forth in the Parent SEC Reports and except for the Rights. Under the Rights Agreement, until the distribution date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b) and 3(c) thereof) by the certificates for Parent Common Stock registered in the names of the holders of thereof (which certificates shall also be deemed to be Rights Certificates, as such term is defined in the Rights Agreement) and not by separate Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Parent Common Stock. The authorized capital stock of Merger Sub consists of 1,000 Ordinary Shares, NIS 1.00 par value per share, of which, as of the date hereof, ten (10) Ordinary Shares are issued and outstanding. All of the outstanding shares of Parent's and Merger Sub's respective capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common StockStock subject to issuance as aforesaid, Parent Optionsupon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, Parent RSUs shall, and other securities the shares of Parent have been Common Stock to be issued pursuant to the Merger will be, duly authorized, validly issued, fully paid and granted nonassessable. All of the outstanding shares of capital stock (other than directors' qualifying shares) of each of Parent's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares) are owned by Parent or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in material compliance with (i) all applicable securities Laws and Parent's voting rights, charges or other applicable Laws, and (ii) all requirements set forth in applicable Contractsencumbrances of any nature whatsoever.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 1,989,032,117 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 10,967,883 shares of preferred stock Class B Common Stock of Parent, par value of $0.0001 0.00001 per shareshare (the “Parent Class B Common Stock”), of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any (iii) 200,000,000 shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Preferred Stock. Except as set forth in Section 3.6(b)(ii) of the Parent Disclosure Schedule, Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Capitalization Date, Parent has there were (iA) reserved 11,591,459 275,069,601 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, (B) 7,168,575 shares of which 16,175 Parent Class B Common Stock, (C) 0 shares are of Parent Preferred Stock issued and outstanding, (D) stock options of Parent to purchase an aggregate of 16,068,826 shares of Parent Common Stock outstanding, (E) 20,719,475 shares of Parent Common Stock subject to Parent’s right outstanding Parent restricted stock units, and (F) 19,237,366 shares of repurchase, 8,572,491 shares have been Parent Common Stock reserved for issuance upon exercise pursuant to Parent Employee Plans. Except as set forth in the preceding sentence of Parent Options previously granted and currently outstanding under this Section 5.05(a), as of the Parent Equity Incentive Plansdate hereof, 738,350 shares have been there are no issued, reserved for issuance upon or outstanding shares of Parent Common Stock or other Equity Securities of Parent, other than shares of Parent Common Stock issued after the Capitalization Date pursuant to the exercise of options to acquire shares of Parent Common Stock or settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are restricted stock units outstanding as of the close of business on Capitalization Date as set forth in the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Subpreceding sentence. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or Merger Sub. (e) All outstanding shares of Parent Common StockStock have been, and the Exchange Shares will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid or credited as fully paid, nonassessable, free from any transfer restrictions (other than transfer restrictions arising under applicable securities laws or restrictions imposed by the applicable Scheme Shareholder) and have not been and will not be issued in violation of any preemptive rights, rights of first refusal, subscription rights or similar rights of any Person. (b) There are no outstanding bonds, debentures, notes or other indebtedness of Parent Optionsor any of its Subsidiaries having the right to vote (or convertible into, Parent RSUs and other or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent have been issued and granted in material compliance the right to vote. There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or other Equity Securities of Parent. Neither Parent nor any of its Subsidiaries is a party to any agreement with (i) all applicable securities Laws and respect to the voting of any shares of Parent Common Stock or other applicable Laws, and (ii) all requirements set forth in applicable ContractsEquity Securities of Parent.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of 120,000,000 shares, of which 10,000,000 shares are preferred stock, par value $0.01 per share (the “Parent Preferred Stock”), and 110,000,000 shares are Parent Common Stock. As of November 6, 2017, (i) 200,000,000 81,452,109 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been Stock were issued and are outstanding as and no shares of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchaseParent Common Stock were held by Parent in its treasury, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. (b) All of the outstanding shares of Parent Common Preferred Stock have been duly authorized were issued and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and as set forth in Section 3.6(b)(i) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stockoutstanding. Except as set forth above in this Section 3.6(b)(ii) 4.4(a), as of the Execution Date there are not any shares of capital stock, voting securities or other equity interests of Parent Disclosure Scheduleissued and outstanding or any Rights issued or granted by, or binding upon, Parent, except as set forth in the Parent is not SEC Reports (without giving effect to any Parent SEC Report or any amendment to any Parent SEC Report in each case filed on or after the Execution Date), except for awards granted under Parent’s employee benefit, stock option, incentive and stock purchase plans, or as expressly contemplated by this Agreement. There are no outstanding obligations of Parent or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, Parent Group Entity to repurchase, redeem or otherwise acquire any capital stock, voting securities or other equity interests or any Rights of Parent or any Parent Group Entity. There are no outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with stockholders of Parent on any matter. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable. (b) Section 4.4(b) of the Parent Disclosure Letter sets forth a true and complete list of the Parent Subsidiaries as of the Execution Date. As of the Execution Date, all of the outstanding capital stock, voting securities or other securitiesequity interests of each Parent Subsidiary owned directly or indirectly by the Parent Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on Section 4.4(b) of the Parent Disclosure Letter and (ii) have been duly authorized and are validly issued, fully paid (with respect to Parent Subsidiaries that are limited liability companies or limited partnerships, to the extent required under the limited liability company agreement or limited partnership agreement of the applicable Parent Subsidiary) and nonassessable (with respect to Parent Subsidiaries that are limited liability companies or limited partnerships, except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA, by Sections 17-303, 17-607 and 17-804 of the DRULPA or by the Texas Limited Liability Company Law and the Governing Documents of the applicable entity). (c) Except for Other than ownership interests in the Parent PlansSubsidiaries set forth on Section 4.4(b) of the Parent Disclosure Letter and ownership interests in the MLP Group Entities, Parent does not have own beneficially, directly or indirectly, any stock option plan equity securities or other ownership interests of any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding Person as of the close of business on the Reference Execution Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding Rights issued or authorized stock appreciationgranted by, phantom stockor binding upon, profit participation or other similar rights with respect to any of the Parent or Merger SubSubsidiaries as of the Execution Date. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of the Parent consists of 150,000,000 shares of Parent Common Stock, of which 72,047,679 (6,802,500 pre-split) shares were issued and outstanding as of the date of this Agreement consists of (i) 200,000,000 Agreement, and 25,000,000 shares of Parent Common Stockpreferred stock, par value $0.0001 per share, none of which 35,187,344 shares have been was issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. The Parent does Common Stock is presently eligible for quotation and trading on the Over-the-Counter Bulletin Board (the “OTCBB”) and is not hold subject to any shares notice of its capital stock in its treasury. (bsuspension or delisting. The Parent Common Stock is presently not registered under Section 12(g) of the Exchange Act. The Company is required to file periodic reports with the SEC pursuant to the provisions of Section 15(d) of the Exchange Act. All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid and nonassessable. None free of the outstanding shares of Parent Common Stock is entitled or subject to any all preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parentrights. Except as contemplated herein and by the Bridge Loan, the Exchange, the Private Placement Offering, the Transaction Documentation (as set forth defined in Section 3.6(b)(i3.3) or described in Section 3.2 of the Parent Disclosure Schedule, there is are no Parent Contract relating outstanding or authorized options, warrants, rights, agreements or commitments to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Except as set forth in Section 3.6(b)(ii) of which the Parent Disclosure Schedule, is a party or which are binding upon the Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except providing for the Parent Plans, Parent does not have issuance or redemption of any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close of business on the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under the Parent Equity Incentive Plans, of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the its capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Substock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation stock or other similar rights with respect to the Parent. There are no agreements to which the Parent is a party or Merger Sub. by which it is bound with respect to the voting (eincluding 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 Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) 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 Parent. All of the issued and outstanding shares of Parent Common StockStock were issued in compliance with applicable federal and state securities laws. The approximately 22,445,254 Merger Shares to be issued at the Closing pursuant to Section 1.6(e) hereof, Parent Optionswhen issued and delivered in accordance with the terms hereof and of the Certificate of Merger, Parent RSUs shall be duly and other validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. Furthermore, the shares of Parent Common Stock underlying the Parent Options and Parent Warrants have been duly and validly authorized and reserved for issuance, and when issued in accordance with the terms of the Parent Options and granted Parent Warrants shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in material compliance with applicable federal and state securities laws. Immediately after the Effective Time, without giving effect to the Merger but after giving effect to (i) all applicable securities Laws and other applicable Lawsthe surrender of 52,956,775 (5,000,000 pre-split) shares of Parent Common Stock by the Buyers (the “Share Contribution”) in connection with the Split-Off, (ii) a cancellation of 13,090,904 (1,236,000 pre-split) shares, and (iiiii) all requirements set forth in applicable Contractsa 10.59135 for 1 forward stock split, there will be 6,000,000 shares of Parent Common Stock issued and outstanding.

Capitalization. (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 35,187,344 shares have been issued and are outstanding as of the close of business on the Reference Date, of which 16,175 shares are subject to Parent’s right of repurchase, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as As of the date of this Agreement, the issued share capital of Parent consists of 462,874,389 Parent Registered Shares. As of the date of this Agreement, there were outstanding 461,887,802 Parent Registered Shares. The new Parent Registered Shares to be issued as Share Consideration will, upon the Parent Shareholder Approval, be duly authorized and, when issued in accordance with the terms of this Agreement, be validly issued and fully paid and nonassessable, and the issuance thereof will be free of preemptive right. Parent does not hold any shares owns, directly or indirectly, all of its the issued and outstanding share capital stock in its treasuryof HoldCo and Merger Sub. (b) All As of the outstanding date of this Agreement, except (i) shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None reserved for issuance upon exchange of the outstanding shares of Parent Common Stock is entitled Bonds or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein and (ii) as set forth in Section 3.6(b)(i5.05(a) of the Parent Disclosure Schedulethis Agreement, there is are no issued, reserved for issuance or outstanding (A) shares or other voting securities or ownership interests in Parent, (B) securities of Parent Contract relating convertible into or exchangeable for shares or other voting securities of or ownership interests in Parent, (C) warrants, calls, options or other rights to the acquire from Parent, or other obligations of Parent to issue, any share capital, voting securities or registration securities convertible into or exchangeable for share capital or voting securities of Parent, or (D) restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” shares or similar securities or rights, in each case issued by Parent, that are derivative of, or restricting provide economic benefits based, directly or indirectly, on the value or price of, any Person from purchasingshare capital or voting securities of Parent (the items in clauses (A) through (D) being referred to collectively as the “Parent Securities”). As of the date of this Agreement, sellingother than the Parent Bonds, pledging there are no outstanding bonds, debentures, notes or otherwise disposing other indebtedness of Parent having the right to vote (or granting convertible into, or exchangeable for, securities having the right to vote) on any option or similar right with respect to), any shares matters on which shareholders of Parent Common Stockmay vote. Except as set forth in Section 3.6(b)(ii) As of the date of this Agreement, there are no outstanding obligations of Parent Disclosure Schedule, Parent is not under or any obligation, nor is it bound by any Contract pursuant to which it may become obligated, of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (c) Except for the Parent Plans, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any PersonSecurities. As of the close date of business on this Agreement, other than the Reference Date, Parent has (i) reserved 11,591,459 shares of Parent Common Stock for issuance under Company Voting and Support Agreements and the Parent Equity Incentive PlansVoting and Support Agreements, neither Parent nor any of which 547,337 shares have been issued and are currently outstanding, of which 16,175 shares are subject its Subsidiaries is a party to Parent’s right of repurchase, 8,572,491 shares have been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Equity Incentive Plans, 738,350 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Equity Incentive Plans that are outstanding as of the close of business on the Reference Date, and 1,733,281 shares remain available for future issuance pursuant to the Parent Equity Incentive Plans; and (ii) 1,049,354 shares have been reserved and available for purchase under the Parent ESPP, 109,781 shares have been issued under the Parent ESPP and 939,573 shares remain available for future purchase under the Parent ESPP. (d) Except for the Parent Plans, including the Parent Options, the Parent RSUs and purchase rights under the Parent ESPP, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or Merger Sub; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or Merger Sub; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or Merger Sub. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights agreement with respect to the voting of any Parent or Merger SubSecurities. (e) All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.