UNITED STATES...Common Stock, par value $0.01 per share ZVO The Nasdaq Stock Market LLC The total number of shares of common stock outstanding as of May 3, 2019 , was 30,217,370

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from________________to________________

Commission File Number: 001-34272___________________________________________________________________________

ZOVIO INC(Exact name of registrant as specified in its charter)

____________________________________________________________________________

Delaware(State or other jurisdiction ofincorporation or organization)

59-3551629(I.R.S. Employer

Identification No.)

8620 Spectrum Center Blvd.San Diego, CA 92123

(Address, including zip code, of principal executive offices)

(858) 668-2586(Registrant’s telephone number, including area code)

____________________________________________________________________________

None(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01 per share ZVO The Nasdaq Stock Market LLC

The total number of shares of common stock outstanding as of May 3, 2019 , was 30,217,370 .

ZOVIO INCFORM 10-QINDEX

PART I—FINANCIAL INFORMATION 3Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income (Loss) 4 Condensed Consolidated Statements of Stockholders’ Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 29Item 3. Quantitative and Qualitative Disclosures About Market Risk 40Item 4. Controls and Procedures 41PART II—OTHER INFORMATION 43Item 1. Legal Proceedings 43Item 1A. Risk Factors 43Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 44Item 3. Defaults Upon Senior Securities 44Item 4. Mine Safety Disclosures 44Item 5. Other Information 44Item 6. Exhibits 45SIGNATURES 46

2

PART I—FINANCIAL INFORMATIONItem 1. Financial Statements.

ZOVIO INCCondensed Consolidated Balance Sheets

(Unaudited)(In thousands, except par value)

As of

March 31, 2019 As of

December 31, 2018ASSETS

Current assets:

Cash and cash equivalents $ 141,837 $ 166,307

Restricted cash 19,252 18,619

Investments 2,236 2,068

Accounts receivable, net 32,069 27,015

Prepaid expenses and other current assets 19,796 18,255

Total current assets 215,190 232,264

Property and equipment, net 18,778 16,860

Operating lease assets 21,189 —

Goodwill and intangibles, net 12,050 12,441

Other long-term assets 7,968 7,927

Total assets $ 275,175 $ 269,492

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 83,898 $ 62,792

Deferred revenue and student deposits 55,943 63,834

Total current liabilities 139,841 126,626

Rent liability 9,842 3,183

Lease financing obligation — 8,634

Other long-term liabilities 3,509 3,435

Total liabilities 153,192 141,878

Commitments and contingencies (see Note 14) Stockholders' equity:

Preferred stock, $0.01 par value:

20,000 shares authorized; zero shares issued and outstanding at both March 31, 2019, and December 31, 2018 — —

Common stock, $0.01 par value: 300,000 shares authorized; 65,579 and 65,289 issued, and 27,458 and 27,168 outstanding, at March 31, 2019and December 31, 2018, respectively 656 653

Additional paid-in capital 206,165 205,157

Retained earnings 423,350 429,992

Treasury stock, 38,121 shares at cost at March 31, 2019, and December 31, 2018, respectively (508,188) (508,188)

Total stockholders' equity 121,983 127,614

Total liabilities and stockholders' equity $ 275,175 $ 269,492

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ZOVIO INCCondensed Consolidated Statements of Income (Loss)

(Unaudited)(In thousands, except per share amounts)

Three Months Ended March 31,

2019 2018

Revenue $ 109,764 $ 116,777Costs and expenses:

Instructional costs and services 51,938 56,614Admissions advisory and marketing 49,072 48,194General and administrative 15,920 12,748Restructuring and impairment expense (credit) 29 (159)

Total costs and expenses 116,959 117,397Operating loss (7,195) (620)Other income, net 599 250Loss before income taxes (6,596) (370)Income tax expense (benefit) 46 (1,680)

Net income (loss) $ (6,642) $ 1,310

Income (loss) per share: Basic $ (0.24) $ 0.05Diluted $ (0.24) $ 0.05

Weighted average number of common shares outstanding used in computing income (loss) per share: Basic 27,180 27,164Diluted 27,180 27,564


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ZOVIO INCCondensed Consolidated Statements of Stockholders’ Equity

(Unaudited)(In thousands)

Common Stock AdditionalPaid-inCapital

RetainedEarnings

TreasuryStock

Shares Par Value Total

Balance at December 31, 2017 64,887 $ 649 $ 201,755 $ 426,356 $ (505,764) $ 122,996Adoption of accounting standards (Note 2) — — — (1,000) — (1,000)Stock-based compensation — — 1,165 — — 1,165Stock issued under stock incentive plan, net of shares held fortaxes 186 2 (707) — — (705)Net income — — — 1,310 — 1,310

Balance at March 31, 2018 65,073 $ 651 $ 202,213 $ 426,666 $ (505,764) $ 123,766

Common Stock AdditionalPaid-inCapital

RetainedEarnings

TreasuryStock

Shares Par Value Total

Balance at December 31, 2018 65,289 $ 653 $ 205,157 $ 429,992 $ (508,188) $ 127,614Stock-based compensation — — 1,706 — — 1,706Exercise of stock options 6 1 59 — — 60Stock issued under stock incentive plan, net of shares held fortaxes 284 2 (757) — — (755)Net loss — — — (6,642) — (6,642)

Balance at March 31, 2019 65,579 $ 656 $ 206,165 $ 423,350 $ (508,188) $ 121,983


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ZOVIO INCCondensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)


2019 2018

Cash flows from operating activities: Net income (loss) $ (6,642) $ 1,310Adjustments to reconcile net income (loss) to net cash used in operating activities:

Provision for bad debts 3,608 6,398Depreciation and amortization 1,498 1,759Deferred income taxes 115 4Stock-based compensation 1,706 1,165Noncash lease expense 4,299 —Net gain on marketable securities (146) (14)Reassessment of lease charges 29 (506)Loss on disposal or impairment of fixed assets — 9Changes in operating assets and liabilities:

Accounts receivable (8,662) (15,331)Prepaid expenses and other current assets (3,286) 977Other long-term assets (5) 297Accounts payable and accrued liabilities 4,591 (4,332)Deferred revenue and student deposits (7,890) (6,238)Operating lease liabilities (5,599) —Other liabilities (42) (567)

Net cash used in operating activities (16,426) (15,069)Cash flows from investing activities: Capital expenditures (6,495) (809)Purchases of investments (22) (747)Capitalized costs for intangible assets (163) (265)Sale of investments — 704 Net cash used in investing activities (6,680) (1,117)Cash flows from financing activities: Proceeds from exercise of stock options 60 —Tax withholdings on issuance of stock awards (755) (705) Net cash used in financing activities (695) (705)Net decrease in cash, cash equivalents and restricted cash (23,801) (16,891)Cash, cash equivalents and restricted cash at beginning of period 190,584 205,526

Cash, cash equivalents and restricted cash at end of period $ 166,783 $ 188,635

Supplemental disclosure of non-cash transactions:

Purchase of equipment included in accounts payable and accrued liabilities $ 5,026 $ 235Issuance of common stock for vested restricted stock units $ 2,488 $ 1,957

Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 141,837 $ 171,178Restricted cash 19,252 17,457Long-term restricted cash 5,694 —

Total cash, cash equivalents and restricted cash $ 166,783 $ 188,635


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Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Nature of Business

Zovio Inc (the “Company”), formerly known as Bridgepoint Education, Inc., is a Delaware corporation, and is an education technology services company thatpartners with higher education institutions and employers to deliver innovative, personalized solutions to help learners and leaders achieve their aspirations. Itswholly owned subsidiary, Ashford University ® , is a regionally accredited academic institution, which delivers programs primarily online. Ashford Universityoffers associate’s, bachelor’s, master’s and doctoral programs.

2. Summary of Significant Accounting Policies

PrinciplesofConsolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions havebeen eliminated in consolidation.

UnauditedInterimFinancialInformation

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S.(“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements donot include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with theconsolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , which was filed with theSecurities and Exchange Commission (“SEC”) on March 12, 2019 . In the opinion of management, the condensed consolidated financial statements include alladjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financialposition, results of operations and cash flows as of and for the periods presented.

Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensedconsolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP for complete annual financialstatements.

UseofEstimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions thataffect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.

RestatementofPreviouslyIssuedCondensedConsolidatedFinancialStatements

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2018,the Company determined that such financial statements had errors related to: (i) revenue for the Corporate Full Tuition Grant (“FTG”) program portion of ourstudent contracts which was misstated due to allowances that had not been properly determined and computational errors, which also resulted in misstatements inaccounts receivable and its provision for bad debts, deferred revenue and student deposits, and the related income tax impact; and (ii) a misstatement in theadjustment to beginning retained earnings as of January 1, 2018 as a result of the incorrect adoption of ASU 2014-09, Revenue from Contracts with Customers , orAccounting Standards Codification Topic 606 (“ASC 606”) as it relates to the FTG program, resulting in a decrease of $2.2 million from the amount previouslyreported of $3.2 million to $1.0 million , as restated. As a result, the Company has restated the accompanying condensed consolidated financial statements for thethree months ended March 31, 2018 from amounts previously reported to correct these matters. Management considers the restatement to be immaterial.

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The following tables present a summary of the impact of the restatement corrections and other immaterial adjustments on the condensed consolidatedstatement of income (loss), the condensed consolidated statement of cash flows and the condensed consolidated statement of stockholders’ equity for the threemonths ended March 31, 2018. The following tables are presented in thousands, except per share data:

As Reported As Restated Three Months EndedCondensed consolidated statement of income (loss) data: March 31, 2018

Revenue $ 118,031 $ 116,777

Instructional costs and services $ 56,862 $ 56,614

Total costs and expenses $ 117,645 $ 117,397

Operating income (loss) $ 386 $ (620)

Income (loss) before income taxes $ 636 $ (370)

Income tax benefit $ (1,661) $ (1,680)

Net income $ 2,297 $ 1,310

Basic income per share $ 0.08 $ 0.05

Diluted income per share $ 0.08 $ 0.05

As Reported As Restated Three Months EndedCondensed consolidated statement of cash flow data: March 31, 2018

Net income $ 2,297 $ 1,310

Provision for bad debts $ 6,646 $ 6,398

Accounts receivable $ (15,849) $ (15,331)

Prepaid expenses and other current assets $ 995 $ 977

Deferred revenue and student deposits $ (6,973) $ (6,238)

Cash flows used in operating activities $ (15,069) $ (15,069)

As Reported As RestatedCondensed consolidated statement of stockholders’ equity data: March 31, 2018

Retained earnings $ 430,964 $ 426,666

Total stockholders’ equity $ 128,064 $ 123,766

ComprehensiveIncome

The Company has no components of other comprehensive income, and therefore, comprehensive income equals net income.

Leases

In general, leases are evaluated and classified as either operating or finance leases. The Company does not have any finance leases. The Company’s operatingleases are included in operating lease assets, accounts payable and accrued liabilities, and noncurrent lease liabilities on the condensed consolidated balance sheets.Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term atcommencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based oninformation available at the date of adoption in calculating the present value of its existing

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lease payments. The incremental borrowing rate is determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and thecollateralized nature of operating leases. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costsincurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.Lease expense for minimum lease payments is recognized on a straight-line method over the term of the lease.

Leased property and equipment meeting certain criteria are capitalized as finance lease assets, and the present value of the related lease payments isrecognized as a finance lease liability on the condensed consolidated balance sheets. Amortization of capitalized leased assets is computed on the straight-linemethod over the term of the lease or the life of the related asset, whichever is shorter.

RecentAccountingPronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update 2018-15 (“ASU 2018-15”), Customer’sAccounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which amends ASC 350-40 to address a customer’saccounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. The amendments in ASU 2018-15 align therequirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizingimplementation costs incurred to develop or obtain internal-use software. Specifically, ASU 2018-15 amends ASC 350 to include in its scope implementation costsof a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCAthat is considered a service contract and which costs to expense. This guidance is effective for public companies for fiscal years, and interim fiscal periods withinthose fiscal years, beginning after December 15, 2019; early adoption is permitted. Entities are permitted to apply a retrospective or a prospective transitionapproach to adopt the guidance. The Company has early adopted ASU 2018-15 for the period ended March 31, 2019, on a prospective basis.

The Company adopted ASU 2016-02, Leases (ASC 842) (“ASC 842”), as of January 1, 2019, using the modified retrospective approach. The Companyelected the ‘comparatives under ASC 840 option’ as a transitional practical expedient, which allows the Company to initially apply the new lease requirements atthe effective date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. It also allows the Company toreport comparative periods in the financial statements under previous GAAP under ASC 840, Leases (“ASC 840”). The Company also elected the ‘package ofpractical expedients’ permitted under the transition guidance, which allowed the Company to (i) carry forward the historical lease classification, (ii) forgoreassessment of whether any expired or existing contracts contain leases, and (iii) forgo reassessment of whether any previously unamortized initial direct costscontinue to meet the definition of initial direct costs under ASC 842. The Company did not, however, elect the ‘hindsight’ practical expedient to reassess the leaseterm for existing leases. Additionally, the Company does not have land easements, therefore, practical expedients pertaining to land easements is not applicable tothe Company.

For the accounting policy practical expedients, the Company elected the short-term lease exemption, under which any lease less than 12 months is excludedfrom recognition on the balance sheet. The Company elected not to recognize right of use assets and lease liabilities for short term leases, which has a lease term of12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Additionally, the Companyelected the non-separation of lease and non-lease components, and as a result, the Company does not need to account for lease components (e.g., fixed paymentsincluding rent) separately from the non-lease components (e.g., common-area maintenance costs).

Upon adoption of ASC 842, the Company recorded right-of-use assets of approximately $25.2 million , with corresponding operating lease liabilities ofapproximately $31.8 million , respectively, with an offset to accounts payable and accrued liabilities and other long-term liabilities of approximately $8.4 millionto eliminate accrued rent and an offset to prepaid and other current assets of $1.7 million on the consolidated balance sheet as of January 1, 2019. The Companyalso derecognized an existing construction-in-process of approximately $8.6 million , with a corresponding debt obligation of the same amount for an asset underconstruction in build-to-suit lease arrangements. Upon completion of the related build-to-suit construction, the Company expects to recognize a new right-of-useasset and lease liability on its balance sheet for the associated lease.

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There was no adjustment to the opening balance of retained earnings upon adoption of the new standard given the nature of the impacts and the othertransition practical expedients elected by the Company. Adoption of the standard impacted the Company’s previously reported results on January 1, 2019, asfollows (in thousands):

Closing balance atDecember 31, 2018

Adjustments due toASC 842

Opening balance atJanuary 1, 2019

Assets Prepaid and other current assets $ 18,255 $ (1,745) $ 16,510Property and equipment, net $ 16,860 $ (8,634) $ 8,226Operating lease assets (1) (2) $ — $ 25,165 $ 25,165Liabilities and stockholder’s equity Accounts payable and accrued liabilities $ 62,792 $ 13,177 $ 75,969Noncurrent operating lease liabilities (3) $ 3,183 $ 10,243 $ 13,426Lease financing obligation $ 8,634 $ (8,634) $ —

(1) Represents the reclassification of prepaid rent to operating lease assets(2) Represents capitalization of operating lease assets(3) Represents recognition of operating lease liabilities; Previously disclosed as rent liability for the portion related to accrued rent.

The standard did not materially impact the Company’s consolidated net earnings and had no material impact on the condensed consolidated statement of cashflows. For further information regarding leases, refer to Note 9 , “Leases Obligations” to the condensed consolidated financial statements.

3. Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects theconsideration the Company expects to be entitled in exchange for those goods or services. Determining whether a valid customer contract exists includes anassessment of whether amounts due under the contract are collectible. The Company performs this assessment at the beginning of every contract and subsequentlythereafter if new information indicates there has been a significant change in facts and circumstances.

The Company’s contracts with customers generally include multiple performance obligations, which it identifies by assessing whether each good and servicepromised in the contract is distinct. For each performance obligation, the Company allocates the transaction price, including fixed and variable consideration, onthe basis of the relative standalone selling prices of each good and service in the contract, which is determined using observable prices.

The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands):


2019 2018

Tuition revenue, net $ 98,957 $ 107,206Digital materials revenue, net 6,857 6,028Technology fee revenue, net 3,431 3,027Other revenue, net (1) 519 516

Total revenue, net $ 109,764 $ 116,777

(1) Primarily consists of revenues generated from services such as graduation fees, transcript fees, and other miscellaneous services.

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The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands):


2019 2018

Over time, over period of instruction $ 90,714 $ 102,301Over time, full tuition grant (1) 12,422 8,325Point in time (2) 6,628 6,151

Total revenue, net $ 109,764 $ 116,777

(1) Represents revenue generated from the FTG program.(2) Represents revenue generated from digital textbooks and other miscellaneous fees.

The Company operates under one reportable segment. The Company generates the majority of its revenue from tuition, technology fees, and digital materialsrelated to students whose primary funding source is governmental funding. Tuition represents amounts charged for course instruction, and technology feesrepresent amounts charged for the students’ use of the technology platform on which course instruction is delivered. Digital materials fees represent amountscharged for the digital textbooks that accompany the majority of courses taught at Ashford University. With the exception of students attending courses within thethree-week conditional admission, the majority of tuition and technology fees are recognized as revenue as control of the services is transferred to the student,which occurs over the applicable period of instruction. Similarly, the majority of digital materials fees are recognized as revenue when control of the product hasbeen transferred to the student, which occurs when the student is granted unrestricted access to the digital textbook, generally, on the first day of the course.Revenue generated from students within the conditional admission period is deferred and recognized when the student matriculates into Ashford University, whichoccurs in the fourth week of the course.

Ashford University’s online students generally enroll in a program that encompasses a series of five to six-week courses that are taken consecutively over thelength of the program. With the exception of those students under conditional admission and students enrolled under the FTG program, online students are billedon a payment period basis on the first day of a course. Students under conditional admission are billed for the payment period upon matriculation.

If a student's attendance in a class precedes the receipt of cash from the student's source of funding, the Company establishes an account receivable andcorresponding deferred revenue in the amount of the tuition due for that payment period. Cash received either directly from the student or from the student's sourceof funding reduces the balance of accounts receivable due from the student. Financial aid from sources such as the federal government's Title IV programs pertainsto the online student's award year and is generally divided into two disbursement periods. As such, each disbursement period may contain funding for up to fourcourses. Financial aid disbursements are typically received during the online student's attendance in the first or second course. Since the majority of disbursementscover more courses than for which a student is currently enrolled, the amount received in excess effectively represents a prepayment from the online student for upto four courses. At the end of each accounting period, the deferred revenue and related account receivable balances are reduced to present amounts attributable tothe current course.

In certain cases, Ashford University provides scholarships to students who qualify under various programs. These scholarships are recognized as directreductions of revenue consistent with the timing of recognition associated with the related performance obligations. Also, for some customers, we do not expect tocollect 100% of the consideration to which we are contractually entitled and, as a result, those customers may receive discounts or price adjustments that, based onhistorical Company practice, represent implied price concessions and are accounted for as variable consideration. The majority of these price concessions relate toamounts charged to students for goods and services, which management has determined will not be covered by the student’s primary funding source (generally,government aid) and, as a result, the student will become directly financially responsible for them. The reduction in the transaction price that results from thisestimate of variable consideration reflects the amount the Company does not expect to be entitled to in exchange for the goods and services it will transfer to thestudents, as determined using historical experience and current factors, and includes performing a constraint analysis. These

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estimates of variable consideration are recorded as direct reductions of revenue consistent with the timing of recognition associated with the related performanceobligation.

A portion of tuition revenue, technology fee revenue, and digital materials revenue is generated from contracts with students enrolled under the FTGprogram, which is a 12-month grant that, when combined with a corporate partner’s annual tuition assistance program, enables eligible students to earn their degreewithout incurring student loan debt. Students enrolled under this program are eligible to take up to ten undergraduate or eight graduate courses per 12-month grantperiod and must first utilize 100% of the funds awarded under their employer’s annual tuition assistance program before they can be awarded the FTG grant. Thegrants awarded by Ashford University under the FTG program are considered a material right, and, as such, the Company records a contract liability for a portionof the consideration received or due under these contracts. The contract liability is recorded in deferred revenue and student deposits on the Company’s condensedconsolidated balance sheets, and further discussed in the deferred revenue section below. The standalone selling price of the material right is determined based onthe observable standalone selling price of the courses. The transaction price in each FTG contract is allocated to this material right on a relative standalone sellingprice basis. The contract liability is recognized as revenue at the earlier of satisfaction of the future obligation or its expiration. Billing of products and servicestransferred under a FTG student contract generally occurs after the conclusion of a course. There are no material differences between the timing of the products andservices transferred and the payment terms.

Deferred Revenue

Deferred revenue consists of cash payments that are received or due in advance of the Company’s performance as well as deferrals associated with certaincontracts that include a material right. Below are the opening and closing balances of deferred revenue from the Company’s contracts with customers (inthousands):


2019 2018

Deferred revenue opening balance, January 1 $ 21,768 $ 22,001Deferred revenue closing balance, March 31 22,308 25,796

Increase (Decrease) $ 540 $ 3,795

For further information on deferred revenue and student deposits, refer to Note 7, “Other Significant Balance Sheet Accounts - Deferred Revenue and StudentDeposits” and for further information on receivables, refer to Note 6, “Accounts Receivable, Net” within the condensed consolidated financial statements.

For the majority of the Company’s customers, payment for products and services is due at the beginning of each course. Under special circumstances, somecustomers may be offered non-interest bearing payment plan arrangements that can extend for up to a maximum of three years. These payment plan arrangementsgive rise to significant financing components. However, since the Company historically collects substantially all of the consideration to which it expects to beentitled under such payment plans within one year or less, the impact of these significant financing components is not material to any period presented.

The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’sperformance and the customer’s payment. For the three months ended March 31, 2019 , the Company recognized $19.6 million of revenue that was included in thedeferred revenue balance as of January 1, 2019. For the three months ended March 31, 2018 , the Company recognized $20.6 million of revenue that was includedin the deferred revenue balance as of January 1, 2018. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue withinthe next 12 months.

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4. Restructuring and Impairment Expense (Credit)

During the three months ended March 31, 2019 and 2018 , the Company recognized approximately $29,000 and reversed $0.2 million , respectively, ofrestructuring and impairment expense (credit), which were comprised of the components described below.

The Company had previously vacated or consolidated properties in San Diego and Denver, and subsequently reassessed its obligations on non-cancelableleases. As a result of these reassessments, during the three months ended March 31, 2019 the Company recognized expense of approximately $29,000 . During thethree months ended March 31, 2018 , the Company recognized a credit of $0.5 million as a reversal of the original estimated charge, which decreased restructuringcharges relating to lease exit costs during that period.

There were no reorganization charges during the three months ended March 31, 2019 . For the three months ended March 31, 2018 , the Company recognized$0.3 million as restructuring and impairment expense relating to severance costs for wages and benefits, due to the Company’s execution of a strategicreorganization resulting in reductions in force. The reorganization was part of the Company’s overall reassessment of resources based upon benchmarkingactivities with competitors in the Company’s industry.

The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company’s condensed consolidatedstatements of income (loss) for each of the periods presented (in thousands):


2019 2018

Severance costs $ — $ 347Lease exit and other costs (credits) 29 (506)

Total restructuring and impairment expense (credit) $ 29 $ (159)

The following table summarizes the changes in the Company's restructuring and impairment liability by type during the three months ended March 31, 2019(in thousands):

Student TransferAgreement Costs Severance Costs

Lease Exit and OtherCosts Total

Balance at December 31, 2018 $ 1,503 $ 267 $ 2,864 $ 4,634Restructuring and impairment expense — — 29 29Payments and adjustments (12) (159) (2,482) (2,653)

Balance at March 31, 2019 $ 1,491 $ 108 $ 411 $ 2,010

The restructuring liability amounts are recorded within either the (i) accounts payable and accrued liabilities account, (ii) lease liability account or (iii) otherlong-term liabilities account on the condensed consolidated balance sheets.

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5. Investments

The following tables summarize the fair value information for investments as of March 31, 2019 and December 31, 2018 , respectively (in thousands):

As of March 31, 2019

Level 1 Level 2 Level 3 Total

Mutual funds $ 2,236 $ — $ — $ 2,236

As of December 31, 2018

Level 1 Level 2 Level 3 Total

Mutual funds $ 2,068 $ — $ — $ 2,068

The mutual funds in the tables above, represent the deferred compensation asset balances, which are considered to be trading securities. There were notransfers between level categories for investments during the periods presented. The Company’s money market securities are recorded in the cash and cashequivalents line item on the Company’s condensed consolidated balance sheets, and are classified as Level 1 securities.

There were no differences between amortized cost and fair value of investments as of March 31, 2019 and December 31, 2018 , respectively. There were noreclassifications out of accumulated other comprehensive income during either the three months ended March 31, 2019 and 2018 .

6. Accounts Receivable, Net

Accounts receivable, net, consists of the following (in thousands):

As of


December 31, 2018

Accounts receivable $ 41,655 $ 39,195Less allowance for doubtful accounts 9,586 12,180

Accounts receivable, net $ 32,069 $ 27,015

There is an immaterial amount of accounts receivable, net, at each balance sheet date with a payment due date of greater than one year.

The following table presents the changes in the allowance for doubtful accounts for accounts receivable for the periods indicated (in thousands):

BeginningBalance

Charged toExpense Deductions (1)

EndingBalance

Allowance for doubtful accounts receivable: For the three months ended March 31, 2019 $ 12,180 $ 3,608 $ (1,014) $ 9,586For the three months ended March 31, 2018 $ 15,189 $ 6,398 $ (2,258) $ 11,049

(1) Deductions represent accounts written off, net of recoveries.

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7. Other Significant Balance Sheet Accounts

PrepaidExpensesandOtherCurrentAssets

Prepaid expenses and other current assets consists of the following (in thousands):

As of


December 31, 2018

Prepaid expenses $ 4,217 $ 5,445Prepaid licenses 7,336 5,840Income tax receivable 5,068 5,044Prepaid insurance 2,366 1,077Insurance recoverable 758 723Other current assets 51 126

Total prepaid expenses and other current assets $ 19,796 $ 18,255

PropertyandEquipment,Net

Property and equipment, net, consists of the following (in thousands):

As of


December 31, 2018

Buildings, build-to-suit $ — $ 10,434Furniture and office equipment 35,987 31,227Software 8,357 7,517Leasehold improvements 11,127 3,430Vehicles 22 22

Total property and equipment 55,493 52,630Less accumulated depreciation and amortization (36,715) (35,770)

Total property and equipment, net $ 18,778 $ 16,860

For the three months ended March 31, 2019 and 2018 , depreciation and amortization expense related to property and equipment was $0.9 million and $1.1million , respectively.

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GoodwillandIntangibles,Net

Goodwill and intangibles, net, consists of the following (in thousands):

March 31, 2019

Definite-lived intangible assets: Gross Carrying Amount AccumulatedAmortization Net Carrying Amount

Capitalized curriculum costs $ 21,239 $ (19,583) $ 1,656Purchased intangible assets 15,850 (7,528) 8,322

Total definite-lived intangible assets $ 37,089 $ (27,111) $ 9,978

Goodwill and indefinite-lived intangibles 2,072

Total goodwill and intangibles, net $ 12,050

December 31, 2018

Definite-lived intangible assets: Gross Carrying Amount AccumulatedAmortization Net Carrying Amount

Capitalized curriculum costs $ 21,076 $ (19,338) $ 1,738Purchased intangible assets 15,850 (7,219) 8,631

Total definite-lived intangible assets $ 36,926 $ (26,557) $ 10,369

Goodwill and indefinite-lived intangibles 2,072

Total goodwill and intangibles, net $ 12,441

For the three months ended March 31, 2019 and 2018 , amortization expense was $0.6 million and $0.7 million , respectively.

The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands):

Year Ended December 31, Remainder of 2019 $ 1,5182020 1,8442021 1,6032022 1,3042023 1,236Thereafter 2,473

Total future amortization expense $ 9,978

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AccountsPayableandAccruedLiabilities

Accounts payable and accrued liabilities consists of the following (in thousands):

As of


December 31, 2018

Accounts payable $ 6,146 $ 5,313Accrued salaries and wages 5,653 7,807Accrued bonus 4,172 8,147Accrued vacation 6,318 7,929Accrued litigation and fees 8,041 8,041Accrued expenses 34,176 17,692Current leases payable 17,314 5,768Accrued insurance liability 2,078 2,095

Total accounts payable and accrued liabilities $ 83,898 $ 62,792

DeferredRevenueandStudentDeposits

Deferred revenue and student deposits consists of the following (in thousands):

As of


December 31, 2018

Deferred revenue $ 22,307 $ 21,768Student deposits 33,636 42,066

Total deferred revenue and student deposits $ 55,943 $ 63,834

OtherLong-TermLiabilities

Other long-term liabilities consists of the following (in thousands):

As of


December 31, 2018

Uncertain tax positions $ 869 $ 865Other long-term liabilities 2,640 2,570

Total other long-term liabilities $ 3,509 $ 3,435

8 . Credit Facilities

The Company has issued letters of credit that are collateralized with cash (held in restricted cash) in the aggregate amount of $16.4 million as of March 31,2019 . Included in this balance is $5.6 million of letters of credit recorded as long-term restricted cash as of March 31, 2019 .

As part of its normal business operations, the Company is required to provide surety bonds in certain states in which the Company does business. TheCompany has entered into a surety bond facility with an insurance company to provide such bonds when required. As of March 31, 2019 , the Company’s totalavailable surety bond facility was $8.5 million and the surety had issued bonds totaling $8.1 million on the Company’s behalf under such facility.

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9 . Lease Obligations

OperatingLeases

The Company leases various office facilities in Arizona, California, Colorado, Iowa and Washington D.C, which expire at various dates through 2023. Thesefacilities are used for academic operations, corporate functions, enrollment services and student support services. The Company does not have any leases other thanits office facilities. All of the leases were classified as operating leases for the period ended March 31, 2019 , and the Company does not have any finance leases.All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s condensed consolidatedbalance sheets.

During 2018, the Company entered into a lease agreement, which commenced in April 2019, consisting of approximately 131,000 square feet of office spacelocated in Chandler, Arizona, which extends through 2030. The Company is involved in the construction and the build-out of the space, and as such, serves as theconstruction agent on behalf of the landlord. Under such arrangement, the Company has obligations to fund cost over-runs in its capacity as the construction agent.The Company has determined that under the new lease accounting standard ASC 842 , it does not have control during construction, and as such has derecognizedthe asset and financing obligation as of January 1, 2019.

As of March 31, 2019 , the lease amounts on the condensed consolidated balance sheets do not include any options to extend, nor any options for earlytermination. The Company’s lease agreements do not include rental payments adjusted periodically for inflation. The Company’s lease agreements do not containany residual value guarantees or restrictive covenants. The Company is not a party to any related party arrangements with respect to its lease transactions.

Some of the more significant assumptions and judgments in determining the amounts to capitalize include the determination of the discount rate, which isdiscussed below.

Rental expense for the three months ended March 31, 2019 was $4.4 million , calculated in accordance with ASC 842, and rental expense for the threemonths ended March 31, 2018 was $3.9 million , calculated in accordance with ASC 840.

The Company has agreements to sublease certain portions of its office facilities, with three active subleases and two subleases that have not yet commencedas of March 31, 2019 . The Company’s subleases do not include any options to extend, nor any options for early termination. The Company’s subleases do notcontain any residual value guarantees or restrictive covenants. All of the subleases were classified as operating leases for the period ended March 31, 2019 . TheCompany is subleasing approximately 28,400 square feet of office space in San Diego, California with a commitment to lease for 13 months and net leasepayments of $0.8 million . In addition, the Company is subleasing approximately 72,000 square feet of office space in Denver, Colorado with a commitment tolease for 29 months and net lease payments of $2.7 million . Additionally, the Company has entered into a sublease agreement of approximately 21,000 square feetof office space in Denver, Colorado with a commitment to lease for 47 months and net lease payments of $2.3 million which is expected to commence on April 1,2019. The Company has entered into a sublease agreement of approximately 20,800 square feet of office space in Denver, Colorado with a commitment to lease for47 months and net lease payments of $1.8 million which is expected to commence on May 1, 2019. Sublease income for the three months ended March 31, 2019and 2018 was $0.7 million (in accordance with ASC 842) and $0.7 million (in accordance with ASC 840), respectively.

The following tables represent the classification and amounts recorded on the condensed consolidated balance sheets as of March 31, 2019 (in thousands):

Operating lease assets: Arizona $ 121California 10,696Colorado 10,119Iowa 253

Total $ 21,189

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Operating lease liabilities: Accounts payable and accrued liabilities $ 17,168Noncurrent operating lease liabilities 9,842

Total $ 27,010

The following table represents the classification and amounts recorded on the condensed consolidated statements of income (loss) for the three months endedMarch 31, 2019 (in thousands):

Operating lease costs $ 4,299Short-term lease cost 25Variable lease costs (1) 111Less: Sub-lease income (723)

Total net lease costs $ 3,712

(1) Variable components of the lease payments such as utilities, taxes and insurance, parking and maintenance costs.

The following table represents the maturities of lease liabilities as of March 31, 2019 (in thousands):

Remainder of 2019 $ 14,5242020 8,1172021 4,2452022 1,6532023 and thereafter 415Total minimum payments $ 28,954Less: Interest (2) (1,944)

Total net lease liabilities (1) $ 27,010

(1) Operating lease payments do not include the lease arrangement in Chandler, Arizona of approximately $26.4 million, which has not commenced as of March 31, 2019; The lease isexpected to commence in April 2019.

(2) Calculated using an appropriate interest rate for each individual lease.

The following table summarizes the future minimum rental payments under non-cancelable operating lease arrangements in effect at December 31, 2018 (inthousands):

Year Ended December 31, 2019 $ 20,3822020 9,9362021 6,4602022 3,8262023 2,726Thereafter 17,710

Total minimum payments $ 61,040

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The following table represents the lease term and discount rate used in the calculations as of March 31, 2019 :

Weighted-average remaining lease term (in years): Operating leases 2.0 yearsWeighted-average discount rate: Operating leases 6.3%

The following table represents the cash flow information of operating leases for the three months ended March 31, 2019 (in thousands):

Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,599

10. Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average number ofcommon shares outstanding for the period.

Diluted income (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the sum of (i) the weightedaverage number of common shares outstanding for the period, plus (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive.Potentially dilutive securities for the periods presented include stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units(“PSUs”).

The following table sets forth the computation of basic and diluted income (loss) per share for the periods indicated (in thousands, except per share data):


2019 2018

Numerator: Net income (loss) $ (6,642) $ 1,310

Denominator: Weighted average number of common shares outstanding 27,180 27,164Effect of dilutive options and stock units — 400

Diluted weighted average number of common shares outstanding 27,180 27,564

Income (loss) per share: Basic $ (0.24) $ 0.05Diluted $ (0.24) $ 0.05

The following table sets forth the number of stock options, RSUs and PSUs, excluded from the computation of diluted income (loss) per share for the periodsindicated below because their effect was anti-dilutive (in thousands):


2019 2018

Stock options 1,957 2,870RSUs and PSUs 528 11

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11. Stock-Based Compensation

The Company recorded $1.7 million and $1.2 million of stock-based compensation expense for the three months ended March 31, 2019 and 2018 ,respectively. The related income tax benefit was $0.4 million and $0.3 million for the three months ended March 31, 2019 and 2018 , respectively.

During the three months ended March 31, 2019 , the Company granted 1.1 million RSUs at a grant date fair value of $6.19 and 0.4 million RSUs vested.During the three months ended March 31, 2018 , the Company granted 0.7 million RSUs at a grant date fair value of $6.74 and 0.3 million RSUs vested.

During the three months ended March 31, 2019 , 0.4 million market-based PSUs were granted at a grant date fair value of $8.24 and no performance-based ormarket-based PSUs vested. During the three months ended March 31, 2018 , no performance-based or market-based PSUs were granted and no performance-basedor market-based PSUs vested.

During the three months ended March 31, 2019 and 2018 , no stock options were granted and no stock options were exercised.

As of March 31, 2019 , there was unrecognized compensation cost of $17.9 million related to unvested stock options, RSUs and PSUs.

12. Income Taxes

The Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporarydifferences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in incomeand deductions in future years.

The Company recognizes deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, the Companyevaluates a number of factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial andtaxable income or loss, and the ability to carryback certain operating losses to refund taxes paid in prior years. The cumulative loss incurred over the three-yearperiod ended March 31, 2019 constituted significant negative objective evidence against the Company’s ability to realize a benefit from its federal deferred taxassets. Such objective evidence limited the ability of the Company to consider in its evaluation certain subjective evidence such as the Company’s projections forfuture growth. On the basis of its evaluation, the Company determined that its deferred tax assets were not more-likely-than-not to be realized and that a valuationallowance against its deferred tax assets should continue to be maintained as of March 31, 2019 .

The Company determines the interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscalyear to income before income taxes for the period. In determining the full year estimate, the Company does not include the estimated impact of unusual and/orinfrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.

The Company’s current effective income tax rate that has been applied to normal, recurring operations for the three months ended March 31, 2019 was(1.8)% . The Company’s actual effective income tax rate after discrete items was (0.7)% for the three months ended March 31, 2019 .

As of March 31, 2019 and December 31, 2018 , the Company had $0.9 million of gross unrecognized tax benefits, of which $0.7 million would impact theeffective income tax rate if recognized. Although the Company cannot predict the timing of resolution with taxing authorities, if any, the Company believes it isreasonably possible that the total of the unrecognized tax benefits could change in the next twelve months due to settlement with tax authorities or expiration of theapplicable statute of limitations. Although the Company believes the tax accruals provided are reasonable, the final determination of tax returns under review orreturns that may be reviewed in the future and any related litigation could result in tax liabilities that materially differ from the Company’s historical income taxprovisions and accruals.

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The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open taxyears in these jurisdictions. The tax years 2001 through 2017 are open to examination by major taxing jurisdictions to which the Company is subject.

The Company is currently under Internal Revenue Service audit examinations of the Company’s income and payroll tax returns for the years 2013 through2016.

The Company’s income tax returns for the tax years ended December 31, 2013 through 2015 are under examination by the California Franchise Tax Board.The audit examination is currently on hold until the Internal Revenue Service audit examination has been completed.

13. Regulatory

The Company is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of1965, as amended (“Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (“Department”) subject theCompany to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the variousfederal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”). Ashford University is regionally accredited by WesternAssociation of Schools and Colleges Senior College and University Commission (“WSCUC”).

DepartmentofEducationOpenProgramReviewofAshfordUniversity

On July 7, 2016, Ashford University was notified by the Department that an off-site program review had been scheduled to assess Ashford University’sadministration of the Title IV programs in which it participates. The off-site program review commenced on July 25, 2016 and covered students identified in the2009-2012 calendar year data previously provided by Ashford University to the Department in response to a request for information received from the Multi-Regional and Foreign School Participation Division of the Department’s Office of Federal Student Aid (“FSA”) on December 10, 2015, but may be expanded if theDepartment deems such expansion appropriate.

On December 9, 2016, the Department informed Ashford University that it intended to continue the program review on-site at Ashford University. The on-site program review commenced on January 23, 2017 and initially covered the 2015-2016 and 2016-2017 award years, but may be expanded if the Departmentdeems such expansion appropriate. To date, the Company has not received a draft report from the Department.

ProgramParticipationAgreementforAshfordUniversity

On April 23, 2018, Ashford University received an updated Program Participation Agreement from the Department. Based on the updated ProgramParticipation Agreement, Ashford University is provisionally certified to participate in Federal Student Financial Aid Programs until March 31, 2021. AshfordUniversity is required to submit its reapplication for continued certification by December 31, 2020.

WSCUCAccreditationofAshfordUniversity

In July 2013, WSCUC granted Initial Accreditation to Ashford University for five years, until July 15, 2018. In December 2013, Ashford University effectedits transition to WSCUC accreditation and designated its San Diego, California facilities as its main campus and its Clinton, Iowa campus as an additional location.As part of a continuing monitoring process, Ashford University hosted a visiting team from WSCUC on a special visit in April 2015. In July 2015, AshfordUniversity received an Action Letter from WSCUC outlining the findings arising out of its visiting team's special visit. The Action Letter stated that the WSCUCvisiting team found evidence that Ashford University continues to make progress in all six areas recommended by WSCUC in 2013. As part of its institutionalreview process, WSCUC commenced its comprehensive review of Ashford University with an off-site review in March 2018. Ashford University was notified onJune 8, 2018 that the Ashford University Accreditation Visit originally scheduled for fall 2018 had been rescheduled to April 3-5, 2019. The visit took place asscheduled and the WSCUC evaluation team will provide a report of the visit. Ashford University will then prepare a response to the

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report. The team report and Ashford University’s response are currently scheduled to be considered at the June 26-28, 2019 WSCUC Commission meeting.

WSCUC also visited Ashford University on May 1, 2019 to conduct its federally mandated, six month post-implementation review, due to the merger ofUniversity of the Rockies with and into Ashford University on October 31, 2018.

Additionally, Ashford University submitted a change in control application to WSCUC seeking approval to convert Ashford University to a not-for-profitCalifornia public benefit corporation. On March 6, 2019, WSCUC notified Ashford University that, pending the receipt and review of additional documents,WSCUC is deferring any action on the change of control application filed by Ashford University. WSCUC also scheduled a video conference visit for June 5,2019, related to the conversion transaction. As part of the conversion transaction, Ashford University will separate from the Company.

GIBillBenefits

On May 20, 2016, the Company received a letter from the Iowa Department of Education (“Iowa DOE”) indicating that, as a result of the planned closure ofthe Clinton Campus, the Iowa State Approving Agency (“ISAA”) would no longer continue to approve Ashford University’s programs for benefits under the GIBill after June 30, 2016, and recommending Ashford University seek approval through the State Approving Agency of jurisdiction for any location that meets thedefinition of a “main campus” or “branch campus.” Ashford University began the process of applying for approval through the State Approving Agency inCalifornia (“CSAAVE”), and the Company subsequently disclosed that on June 20, 2016 it received a second letter from the Iowa DOE indicating that the IowaDOE had issued a stay of the ISAA’s withdrawal of approval of Ashford University’s programs for GI Bill benefits effective immediately until the earlier of (i) 90days from June 20, 2016 or (ii) the date on which CSAAVE completed its review and issued a decision regarding the approval of Ashford University in California.Ashford University received communication from CSAAVE indicating that additional information and documentation would be required before AshfordUniversity’s application could be considered for CSAAVE approval. Ashford University subsequently withdrew the CSAAVE application and continued workingwith the U.S. Department of Veterans Affairs (“VA”), the Iowa DOE and the ISAA to obtain continued approval of Ashford University’s programs for GI Billbenefits and to prevent any disruption of educational benefits to Ashford University’s veteran students.

On September 15, 2016, in response to a Petition for Declaratory and Injunctive Relief (“Petition”) filed by Ashford University, the Iowa District Court forPolk County entered a written order (“Order”) staying the Iowa DOE’s announced intention to withdraw the approval of Ashford University as a GI Bill eligibleinstitution until the entry of a final and appealable order and judgment in the action. On June 23, 2017, the Iowa District Court held a hearing on AshfordUniversity’s Petition and on July 17, 2017, the Court ruled in favor of the Iowa DOE and denied the petition. Ashford University filed a motion for reconsiderationof this ruling, which was denied on August 17, 2017. On August 23, 2017, Ashford University filed a Petition to Vacate or Modify the Iowa District Court’s July17, 2017 ruling, based on material evidence, newly discovered, which could not with reasonable diligence have been previously discovered by Ashford University(“First Petition to Vacate”). On September 18, 2017, Ashford University appealed, inter alia , the July 17, 2017 ruling to the Iowa Supreme Court and posted anappeal bond, which stayed this matter pending resolution of Ashford University’s appeal. As a result, Ashford University’s approval was not withdrawn, andAshford University’s programs remain approved for GI Bill purposes. The Assistant Attorney General handling this matter on behalf of the Iowa DOE also advisedAshford University that the Iowa DOE would take no action pending the post-ruling motions and appeal. On October 12, 2017, Judge Eliza Ovrom, the IowaDistrict Court Judge who issued the July 17, 2017 ruling, filed a Disclosure Statement revealing family ties to the Iowa Attorney General’s Office. Followingmotions by Ashford University for her recusal, Judge Ovrom recused herself from all further proceedings. On October 24, 2017, Ashford University filed with theIowa Supreme Court a Petition to Vacate or, in the Alternative, for Limited Remand (“Second Petition to Vacate”), in which Ashford University argued that theJuly 17, 2017 ruling and all other material orders entered by Judge Ovrom should be vacated due to her previously undisclosed conflict of interest. On January 8,2018, the Iowa Supreme Court remanded the Second Petition to Vacate to the District Court, where all proceedings in this matter were consolidated before JudgeMichael Huppert. On April 26, 2018, Judge Huppert granted the Second Petition to Vacate and vacated all material rulings by Judge Ovrom, including the July 17,2017 ruling, thus on June 21, 2018, the Iowa Supreme Court issued a Procedendo stating that the appeal was concluded. Judge Huppert’s decision mooted the FirstPetition to Vacate and Ashford’s appeal of, inter alia , the July 17, 2017 ruling. The case is now proceeding on the merits de novo before a new judge.

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On July 6, 2017, Ashford University received approval from the Arizona State Approving Agency (“ASAA”) to provide GI Bill benefits to its students. OnSeptember 13, 2017, the VA accepted the ASAA’s approval, subject to Ashford University's compliance with the approval requirements, and the Universitysubsequently received a facility code from the VA. On November 9, 2017, the VA informed Ashford University that the ASAA had not provided sufficientevidence to establish that it has jurisdictional authority over Ashford University’s online programs. The VA stated that it intends to suspend payment of educationalassistance and approval of new student enrollments and student re-enrollments for Ashford University’s online programs in 60 days unless corrective action wastaken.

On November 17, 2017, Ashford University filed a petition for review in the United States Court of Appeals for the Federal Circuit challenging the VA’sactions. In response to that petition, the VA agreed to stay the actions with respect to the suspension and reenrollment it had announced on November 9, 2017through the entry of judgment in the Federal Circuit case, on the condition that Ashford University request and submit an application for approval to CSAAVE onor before January 8, 2018. Ashford University submitted an application to CSAAVE for approval on January 5, 2018. On February 21, 2018, CSAAVE providednotice of its intention not to act on Ashford University’s initial application for approval for the training of veterans and other eligible persons. The notice directedAshford University to request approval of its application by the VA. Ashford University continues to work in good faith with the VA while its petition for reviewremains pending with the Federal Circuit. In keeping with this commitment, Ashford University agreed, at the VA’s request, to submit another application toCSAAVE. Ashford University filed that additional application on November 19, 2018. On December 14, 2018, however, CSAAVE again informed AshfordUniversity that it did not intend to act on Ashford University’s application, and again indicated that Ashford University could request approval of its applicationdirectly from the VA.

The parties completed all briefing for the petition for review on May 3, 2019 and the Court may schedule the matter for oral argument.

14 . Commitments and Contingencies

Litigation

From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When theCompany becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with GAAP, the Company records losscontingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonablyestimated, the best estimate within that range should be accrued. If no estimate is better than another, the Company records the minimum estimated liability in therange. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihoodof a potential loss is reasonably possible and the amount involved could be material. The Company continuously assesses the potential liability related to theCompany’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which theCompany or its subsidiaries is a party.

CaliforniaAttorneyGeneralInvestigationofFor-ProfitEducationalInstitutions

In January 2013, the Company received from the Attorney General of the State of California (“CA Attorney General”) an Investigative Subpoena relating tothe CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General requesteddocuments and detailed information for the time period March 1, 2009 to the date of the Investigative Subpoena. On July 24, 2013, the CA Attorney General filed apetition to enforce certain categories of the Investigative Subpoena related to recorded calls and electronic marketing data. On September 25, 2013, the Companyreached an agreement with the CA Attorney General to produce certain categories of the documents requested in the petition and stipulated to continue the hearingon the petition to enforce from October 3, 2013 to January 9, 2014. On January 13, 2014 and June 19, 2014, the Company received additional InvestigativeSubpoenas from the CA Attorney General, each requesting additional documents and information for the time period March 1, 2009 through each such date.

Representatives from the Company met with representatives from the CA Attorney General’s office on several occasions to discuss the status of theinvestigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment ofstudents and debt collection practices.

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The parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and inthe third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter.

The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against Ashford University and Bridgepoint Education.

The Company intends to vigorously defend this case and emphatically denies the allegations made by the CA Attorney General that it ever deliberatelymisled its students, falsely advertised its programs, or in any way was not fully accurate in its statements to investors. However, the outcome of this legalproceeding is uncertain at this point because of the many questions of fact and law that may arise. At present, the Company cannot reasonably estimate any updatedrange of loss for this action based on currently available information and as such, the prior accrual of $8.0 million remains.

MassachusettsAttorneyGeneralInvestigationofBridgepointEducation,Inc.andAshfordUniversity

On July 21, 2014, the Company and Ashford University received from the Attorney General of the State of Massachusetts (“MA Attorney General”) a CivilInvestigative Demand (“MA CID”) relating to the MA Attorney General’s investigation of for-profit educational institutions and whether the university’s businesspractices complied with Massachusetts consumer protection laws. Pursuant to the MA CID, the MA Attorney General has requested from the Company andAshford University documents and information for the time period January 1, 2006 to present. The Company is cooperating with the investigation and cannotpredict the eventual scope, duration or outcome of the investigation at this time. The Company has not accrued any liability associated with this action.

DepartmentofJusticeCivilInvestigativeDemand

On July 7, 2016, the Company received from the U.S. Department of Justice (“DOJ”) a Civil Investigative Demand (“DOJ CID”) related to the DOJ'sinvestigation concerning allegations that the Company may have misstated Title IV refund revenue or overstated revenue associated with private secondary loanprograms and thereby misrepresented its compliance with the 90/10 rule of the Higher Education Act. Pursuant to the DOJ CID, the DOJ has requested from theCompany documents and information for fiscal years 2011 to 2015. The Company is cooperating with the DOJ and cannot predict the eventual scope, duration oroutcome of the investigation at this time. The Company has not accrued any liability associated with this action.

ShareholderDerivativeActions

In re Bridgepoint, Inc. Shareholder Derivative Action

On July 24, 2012, a shareholder derivative complaint was filed in California Superior Court by Alonzo Martinez. In the complaint, the plaintiff asserts aderivative claim on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Martinez v. Clark, et al. andgenerally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustlyenriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys’ fees. OnSeptember 28, 2012, a substantially similar shareholder derivative complaint was filed in California Superior Court by David Adolph-Laroche. In the complaint,the plaintiff asserts a derivative claim on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Adolph-Laroche v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporateassets and were unjustly enriched.

On October 11, 2012, the Adolph-Laroche action was consolidated with the Martinez action and the case is now captioned In re Bridgepoint, Inc.Shareholder Derivative Action . A consolidated complaint was filed on December 18, 2012 and the defendants filed a motion to stay the case while the underlyingsecurities class action is pending. The motion was granted by the Court on April 11, 2013. A status conference was held on October 10, 2013, during which theCourt ordered the stay continued for the duration of discovery in the underlying securities class action, but permitted the plaintiff to receive copies of any discoveryresponses served in the underlying securities class action. The stay was lifted following the settlement of the underlying securities class action and all defendantsfiled demurrers on October 3, 2016, which were granted with leave to amend on October 6, 2017. On October 17, 2017, the plaintiff submitted a litigation demandto the Company's Board of

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Directors, which appointed a working group to evaluate the demand. The Board refused the demand and the Plaintiff filed a Second Amended Complaint onOctober 3, 2018. All defendants filed demurrers on December 21, 2018, which are currently under submission with the Court. Based on information available tothe Company at present, it cannot reasonably estimate a range of loss and accordingly has not accrued any liability associated with this action.

Reardon v. Clark, et al.

On March 18, 2015, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint assertsderivative claims on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Reardon v. Clark, et al. andgenerally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustlyenriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. Following the dismissal of theunderlying Zamir securities class action and pursuant to a stipulation among the parties, on May 10, 2018, the Court ordered the case stayed while the Company’sBoard of Directors evaluates a litigation demand submitted by the plaintiff. Based on information available to the Company at present, it cannot reasonablyestimate a range of loss and accordingly has not accrued any liability associated with this action.

Larson v. Hackett, et al.

On January 19, 2017, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint assertsderivative claims on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Larson v. Hackett, et al. andgenerally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustlyenriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. Following the dismissal of theunderlying Zamir securities class action and pursuant to a stipulation among the parties, on May 10, 2018, the Court ordered the case stayed while the Company’sBoard of Directors evaluates a litigation demand submitted by the plaintiff. Based on information available to the Company at present, it cannot reasonablyestimate a range of loss and accordingly has not accrued any liability associated with this action.

SteinSecuritiesClassAction

On March 8, 2019, a securities class action complaint (the “Stein Complaint”) was filed in the U.S. District Court for the Southern District of California byShiva Stein naming the Company, Andrew Clark, Kevin Royal, and Joseph D’Amico as defendants (the “Defendants”). The Stein Complaint alleges thatDefendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company's business, operations andprospects, specifically that the Company had applied an improper revenue recognition methodology to students enrolled in the FTG program. The Stein Complaintasserts a putative class period stemming from March 8, 2016 to March 7, 2019. The Stein Complaint alleges violations of Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Stein Complaint has not yet been served.

The Company is evaluating the Stein Complaint and intends to vigorously defend against the Stein Complaint. However, because of the many questions offact and law that may arise, the outcome of the legal proceeding is uncertain at this point. Based on information available to the Company at present, the Companycannot reasonably estimate a range of loss and accordingly has not accrued any liability associated with this action the Stein Complaint.

SECInformalInquiry

On March 27, 2019, the Company received notice that the SEC Division of Enforcement began an informal inquiry regarding the Company, requestingvarious documents relating to the Company’s accounting practices, including FTG revenue recognition, receivables and other matters relating to the Company’spreviously disclosed intention to restate its condensed financial statements for the three and nine months ended September 30, 2018.

Based on these requests, the eventual scope, duration and outcome of the inquiry cannot be predicted at this time. We are cooperating fully with the SEC inconnection with the inquiry.

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ZOVIO INC


15. Subsequent Events

Acquisition of FullStack Academy

On April 1, 2019, the Company completed its acquisition (the “Fullstack Acquisition”) of Fullstack Academy, Inc. (“Fullstack”), a coding academyheadquartered in New York, New York, pursuant to an Agreement and Plan of Reorganization (the “Fullstack Merger Agreement”). As of March 31, 2019,Fullstack had a carrying value of approximately $6.9 million of assets, excluding goodwill. The Company is currently in the process of evaluating the businesscombination accounting considerations, including the consideration transferred and the initial purchase price allocation.

At the closing of the Fullstack Acquisition, the equityholders of Fullstack received consideration consisting of $17.5 million in cash, less purchase priceadjustments of approximately $1.1 million (the “Closing Cash Consideration”), and an aggregate of approximately 2,443,260 shares of the Company’s commonstock, subject to escrow adjustments. If, as and when payable under the Fullstack Merger Agreement, the equityholders of Fullstack will be entitled to receive up to2,250,000 shares of the Company’s common stock (the “Contingent Consideration”). The Contingent Consideration will become issuable, subject to the terms andconditions of the Fullstack Merger Agreement, upon the final determination of the achievement of certain employee retention, revenue and performance milestonesin 2019 and 2020. The Fullstack Merger Agreement contains an employee incentive retention pool of up to $5.0 million in cash, payable at times over a two-yearperiod.

The assets and liabilities of Fullstack will be recorded on the Company’s condensed consolidated balance sheets at their preliminary estimated fair values asof April 1, 2019, the acquisition date, and Fullstack’s results of operations will be included in the Company’s condensed consolidated statements of income (loss)from that date. For the three months ended March 31, 2019, the Company recorded acquisition-related expenses of $0.6 million in general and administrative onthe condensed consolidated statement of income (loss), associated with the Fullstack Acquisition. The Company accounts for business combinations using theacquisition method of accounting. The initial accounting and determination of the fair values of the assets and liabilities resulting from the Fullstack Acquisitionwas incomplete at the time of this filing due to the timing of the closing of the Fullstack Acquisition in relation to the Company’s required filing deadline for thisQuarterly Report on Form 10-Q (this “Form 10-Q”).

Acquisition of TutorMe

On April 3, 2019, the Company completed its acquisition (the “TutorMe Acquisition”) of TutorMe.com, Inc. (“TutorMe”), a provider of on-demand tutoringand online courses, headquartered in Los Angeles, California, pursuant to an Agreement and Plan of Reorganization (the “TutorMe Merger Agreement”). As ofMarch 31, 2019, TutorMe had a carrying value of approximately $0.7 million of assets, excluding goodwill. The Company is currently in the process of evaluatingthe business combination accounting considerations, including the consideration transferred and the initial purchase price allocation.

At the closing of the TutorMe acquisition, in exchange for all outstanding shares of TutorMe capital stock and other rights to acquire or receive capital stockof TutorMe, the Company (i) paid a total of approximately $2.8 million in cash, subject to certain purchase price adjustments, (ii) issued a total of 309,852 sharesof the Company’s common stock, and (iii) assumed all issued and outstanding options of TutorMe (the “Assumed Options”), of which a total of 231,406 shares ofthe Company’s common stock are underlying the Assumed Options that are subject to certain time-based vesting requirements and a total of 79,199 shares of theCompany’s common stock are underlying the Assumed Options that are subject to certain performance-based vesting requirements. In addition, as part of thetransactions contemplated by the TutorMe Merger Agreement, the Company (x) paid a total of approximately $1.1 million in cash to certain service providers ofTutorMe as a transaction bonus and (y) issued a total of 293,621 PSUs to certain continuing service providers of TutorMe pursuant to the Company’s 2009 StockIncentive Plan (as amended) and a form restricted stock unit agreement.

The assets and liabilities of TutorMe will be recorded on the Company’s condensed consolidated balance sheets at their preliminary estimated fair values asof April 1, 2019, the acquisition date, and TutorMe’s results of operations will be included in the Company’s condensed consolidated statements of income (loss)from that date. For the three months ended March 31, 2019, the Company recorded acquisition-related expenses of $0.3 million in general and administrative onthe condensed consolidated statement of income (loss), associated with the TutorMe Acquisition. The Company accounts for business combinations using theacquisition method of accounting. The initial accounting and determination of the fair values of the

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ZOVIO INC


assets and liabilities resulting from the TutorMe Acquisition was incomplete at the time of this filing due to the timing of the closing of the acquisition in relation tothe Company’s required filing deadline for this Form 10-Q.

The Company evaluated events occurring between the end of its most recent fiscal year and the date of filing, noting no additional subsequent events.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussions and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensedconsolidated financial statements and related notes thereto included in Part I, Item 1 of this report and reflects the effects of the restatement discussed in Note 2 tothe condensed consolidated financial statements. For additional information regarding our financial condition and results of operations, see “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year endedDecember 31, 2018 (“Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on March 12, 2019, as well as our consolidated financialstatements and related notes thereto included in Part II, Item 8 of the Form 10-K.

Unless the context indicates otherwise, in this report the terms “Zovio,” “the Company,” “we,” “us” and “our” refer to Zovio Inc, a Delaware corporation,and its wholly owned and indirect subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical factmay be forward-looking statements. Forward-looking statements may include, among others, statements regarding future events, future financial and operatingresults, strategies, expectations, the competitive environment, regulation and the availability of financial resources, including, without limitation, statementsregarding:

• our ability to successfully convert Ashford University to a not-for-profit university;

• Ashford University's ability to continue to operate as an accredited institution subject to the requirements of the State of California, Department ofConsumer Affairs, Bureau for Private Postsecondary Education (the “BPPE”);

• our ability to comply with the extensive and continually evolving regulatory framework applicable to us and Ashford University, including Title IV ofthe Higher Education Act of 1965, as amended (“Higher Education Act”), and its implementing regulations, the gainful employment rules andregulations, the “defense to repayment” regulations, state laws and regulatory requirements, and accrediting agency requirements;

• projections, predictions and expectations regarding our business, financial position, results of operations and liquidity, and enrollment trends at AshfordUniversity;

• our ability to obtain continued approval of Ashford’s programs for GI Bill benefits through the Iowa State Approving Agency (“ISAA”), the ArizonaState Approving Agency (“ASAA”), or the California State Approving Agency for Veteran's Education (“CSAAVE”), and to prevent any disruption ofeducational benefits to Ashford’s veteran students;

• the ability of Ashford to continue participating in the U.S. Department of Defense Tuition Assistance Program for active duty military personnel and toprevent any disruption of educational benefits to Ashford’s active duty military students;

• the outcome of various lawsuits, claims and legal proceedings;

• initiatives focused on student success, retention and academic quality;

• expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations;

• expectations regarding capital expenditures;

• our anticipated seasonal fluctuations in operational results;

• management's goals and objectives; and

• other similar matters that are not historical facts.

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Forward-looking statements may generally be identified by the use of words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,”“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense.

Forward-looking statements should not be interpreted as a guarantee of future performance or results and will not necessarily be accurate indications of thetimes at or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time such statements aremade and the current good faith beliefs, expectations and assumptions of management regarding future events. Such statements are subject to risks anduncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For adiscussion of some of these risks and uncertainties, see Part II, Item 1A, “Risk Factors” as well as the discussion of such risks and uncertainties contained in ourother filings with the SEC, including the Form 10-K.

All forward-looking statements in this report are qualified in their entirety by the cautionary statements included in this report, and you should not placeundue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this report. We assume no obligation to update orrevise any forward-looking statements contained herein to reflect actual results or any changes in our assumptions or expectations or any other factors affectingsuch forward-looking statements, except to the extent required by applicable securities laws. If we do update or revise one or more forward-looking statements, noinference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Overview

Zovio Inc is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalizedsolutions to help learners and leaders achieve their aspirations. We were formerly known as Bridgepoint Education, Inc., and was a provider of postsecondaryeducation services. Our wholly-owned subsidiary, Ashford University ® is a regionally accredited academic institution, which delivers programs primarily online.Ashford University offers associate’s, bachelor’s, master’s and doctoral programs primarily online. As of March 31, 2019 , Ashford University offeredapproximately 1,250 courses and approximately 90 degree programs.

Keyoperatingdata

In evaluating our operating performance, management focuses in large part on our (i) revenue, (ii) operating income and (iii) period-end enrollment atAshford University. The following table, which should be read in conjunction with our condensed consolidated financial statements included in Part I, Item 1 ofthis report, presents our key operating data for each of the periods presented (in thousands, except for enrollment data):


2019 2018

Consolidated Statement of Income Data: Revenue $ 109,764 $ 116,777Operating loss $ (7,195) $ (620)

Consolidated Other Data: Period-end enrollment (1) 39,095 41,523

(1) We define period-end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attendeda class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided notice of withdrawal, or fornew students who have completed their third week of attendance, and posted attendance in the fourth week.

Keyenrollmenttrends

Enrollment at Ashford University decreased 5.8% to 39,095 students at March 31, 2019 as compared to 41,523 students at March 31, 2018 . Enrollmentincreased by 2.5% since the end of the preceding fiscal year, from 38,153 students at December 31, 2018 to 39,095 students at March 31, 2019 . As describedbelow, we generally experience a seasonal increase in

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new enrollments during the first quarter of each year, subsequent to holiday break.

We believe the decline in enrollment is partially attributable to a general strengthening of the economy which drives lower unemployment and increasedcompetition, as well as a general weakening in the overall education industry due in large part to increased regulatory scrutiny.

We also believe new enrollment has been impacted by the deliberate changes in our marketing strategy in which we significantly reduced our spending in theaffiliate channel and reinvested some of those savings in other channels. We have been implementing this updated marketing strategy that reflects a shift in ouradvertising mix, in an effort to attract prospective students who have a higher probability of being academically successful, with the goal of making meaningfulimprovements to the efficiency of our advertising, admissions and marketing spend.

We continue to focus our efforts on first stabilizing and then restarting enrollment growth. Expanding the course offerings with new programs will be onefactor that we believe will contribute to our goal of stabilizing enrollment and then achieving new enrollment growth, and over time total enrollment growth.

One area in which we are experiencing positive enrollment trends is within the Education Partnerships programs with various employers. These programsinclude the Corporate Full Tuition Grant (“FTG”) program, which provides companies with the opportunity to offer their employees a way to pursue and completea college degree without incurring any student debt. Enrollments in the Education Partnerships programs account for approximately 25% of our total enrollment asof March 31, 2019 . Revenue derived from Education Partnerships is cash pay, and is therefore not considered federal student aid for purposes of calculations underthe 90/10 rule.

Trendsanduncertaintiesregardingrevenueandcontinuingoperations

Acquisition of FullStack Academy

On April 1, 2019, the Company acquired Fullstack Academy, Inc. (“Fullstack”), a Delaware corporation, pursuant to an Agreement and Plan ofReorganization (the “Fullstack Merger Agreement”) entered into by the parties on March 12, 2019 (the “Fullstack Acquisition”). Following the FullstackAcquisition, Fullstack became a wholly-owned subsidiary of the Company.

Under the terms and subject to the conditions set forth in the Fullstack Merger Agreement, (i) at the closing of the Fullstack Acquisition, the equityholders ofFullstack received consideration consisting of $17.5 million in cash, less purchase price adjustments of approximately $1.1 million (the “Closing CashConsideration”), and an aggregate of approximately 2,443,260 shares of our common stock (the “Closing Stock Consideration” and together with the Closing CashConsideration, the “Closing Consideration”), subject to escrow adjustments, and (ii) if, as and when payable under the Fullstack Merger Agreement, theequityholders of Fullstack will be entitled to receive up to 2,250,000 shares of our common stock (the “Contingent Consideration” and together with the ClosingConsideration, the “Merger Consideration”). The Contingent Consideration will become issuable, subject to the terms and conditions of the Fullstack MergerAgreement, upon the final determination of the achievement of certain employee retention, revenue and performance milestones in 2019 and 2020. The MergerConsideration is payable in a mix of cash and shares of our common stock, with (i) holders of Fullstack capital stock and other rights to acquire or receive capitalstock of Fullstack (“Fullstack Securityholders”) who are not accredited investors receiving 100% of their consideration in cash and (ii) Fullstack Securityholderswho are accredited investors receiving their consideration in a mix of cash and shares of our common stock.

Subject to the terms and conditions of the Fullstack Merger Agreement, the Closing Cash Consideration is subject to customary adjustments following theclosing of the Fullstack Acquisition, including a working capital adjustment to the extent such amount is greater or less than the estimated net working capitalamount determined at the closing of the Fullstack Acquisition. The Fullstack Merger Agreement contains an employee incentive retention pool of up to $5.0million in cash, payable at times over a two-year period.

Certain portions of the Merger Consideration (both cash and shares of Company Common Stock) will be held in escrow to secure potential adjustments to theClosing Cash Consideration and the indemnification obligations of certain Fullstack Securityholders. The issuance of shares of our common stock pursuant to theFullstack Merger Agreement will be made solely to accredited investors and thus in reliance on one or more exemptions or exclusions from the registrationrequirements of the Securities Act, including Regulation D promulgated under the Securities Act and the exemption from qualification under applicable statesecurities laws.

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The Fullstack Merger Agreement contains customary representations, warranties and covenants of Fullstack and the Company, and the Fullstack Acquisitionis subject to customary closing conditions.

A copy of the Fullstack Merger Agreement is filed as Exhibit 10.1 to this Form 10-Q.

Acquisition of TutorMe

On April 3, 2019, the Company, acquired TutorMe.com, Inc., a California corporation (“TutorMe”) pursuant to an Agreement and Plan of Reorganization(the “TutorMe Merger Agreement”) entered into by the parties on April 3, 2019 (“TutorMe Acquisition”). TutorMe is an online education platform that provideson-demand tutoring and online courses. Following the TutorMe Acquisition, TutorMe became a wholly-owned subsidiary of the Company.

Under the terms of the TutorMe Merger Agreement, in exchange for all outstanding shares of TutorMe capital stock and other rights to acquire or receivecapital stock of TutorMe, the Company (i) paid a total of approximately $2.8 million in cash, subject to certain purchase price adjustments, (ii) issued a total of309,852 shares of our common stock, and (iii) assumed all issued and outstanding options of TutorMe (the “Assumed Options”), of which a total of 231,406 sharesof our common stock are underlying the Assumed Options that are subject to certain time-based vesting requirements and a total of 79,199 shares of our commonstock are underlying the Assumed Options that are subject to certain performance-based vesting requirements. In addition, as part of the transactions contemplatedby the TutorMe Merger Agreement, the Company (x) paid a total of approximately $1.1 million in cash to certain service providers of TutorMe as a transactionbonus and (y) issued a total of 293,621 performance-based restricted stock units to certain continuing service providers of TutorMe pursuant to the Company’s2009 Stock Incentive Plan (as amended) and a form restricted stock unit agreement.

A portion of the total cash merger consideration was retained by the Company as partial security for the indemnification obligations of the TutorMeshareholders under the TutorMe Merger Agreement. The issuance of shares of Company Common Stock pursuant to the TutorMe Merger Agreement has beenmade solely to accredited investors and thus in reliance on one or more exemptions or exclusions from the registration requirements of the Securities Act, includingRegulation D promulgated under the Securities Act and the exemption from qualification under applicable state securities laws. The TutorMe Merger Agreementcontains customary representations, warranties and covenants of TutorMe and the Company.

A copy of the TutorMe Merger Agreement is filed as Exhibit 10.2 to this Form 10-Q.

Proposed conversion transactionsAshford University submitted a change in control application to the Western Association of Schools and Colleges Senior College and University Commission

(“WSCUC”) seeking approval to convert Ashford University to a not-for-profit California public benefit corporation. On March 6, 2019, WSCUC notified AshfordUniversity that, pending the receipt and review of additional documents, WSCUC is deferring any action on the change of control application filed by AshfordUniversity. WSCUC is also scheduling a video conference visit for June 5, 2019, related to the conversion transaction. As part of the conversion transaction,Ashford University will separate from the Company. Following the proposed conversion and separation of Ashford University, the Company plans to operate as atechnology services provider that would provide certain services to the nonprofit entity and potentially, in the future, to other customers. The transactions describedabove are collectively hereinafter referred to as the “Proposed Transaction.”

The Company and Ashford University are continuing to finalize the terms of the Proposed Transaction and review various federal, state and other regulatoryrequirements that could impact the viability and timing of the Proposed Transaction. The Company and Ashford University's board of trustees are taking steps toprotect Ashford University's independence in considering the Proposed Transaction in order to enable Ashford University to act in the best interests of AshfordUniversity and its students.

Restructuring and impairment charges

We have implemented various restructuring plans to better align our resources with our business strategy and the related charges are recorded in therestructuring and impairment expense line item on our condensed consolidated statements of income (loss). Changes to these estimates could have a materialimpact on the Company’s condensed consolidated financial statements. For information regarding the restructuring and impairment charges recorded, refer to Note4, “Restructuring and Impairment Expense” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

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Valuation allowance

We recognize deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, we evaluate factors including theability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss. The cumulative lossincurred over the three-year period ended March 31, 2019 constituted significant negative objective evidence against our ability to realize a benefit from our federaldeferred tax assets. Such objective evidence limited our ability to consider in our evaluation other subjective evidence such as our projections for future growth. Onthe basis of our evaluation, we determined that our deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against ourdeferred tax assets should continue to be maintained as of March 31, 2019 .

RecentRegulatoryDevelopments

Negotiated Rulemaking and Other Executive Action

On July 31, 2018, the U.S. Department of Education (“Department”) published a notice in the Federal Register announcing its intention to establish anegotiated rulemaking committee (the “Rulemaking Committee”) to prepare proposed regulations for the Federal Student Aid programs authorized under title IV ofthe Higher Education Act of 1965, as amended. In September 2018, interested parties commented at three public hearings on the topics suggested by theDepartment in the notice, and suggested additional topics for consideration for action by the Rulemaking Committee.

The Rulemaking Committee met from January through March of 2019 on topics related to accreditation, competency-based education, state approval ofonline programs, and distance learning. The Rulemaking Committee reached consensus on all topics and the Department may issue proposed regulations based onthat consensus by November 1, 2019 to be effective on July 1, 2020.

For additional information regarding negotiated rulemaking, see also the “Gainful Employment” and “Defense to Repayment” sections below.

Gainful Employment

In October 2014, the Department published gainful employment regulations impacting programs required to prepare graduates for gainful employment in arecognized occupation. Almost all academic programs offered by Title IV-participating private sector institutions of higher education must prepare students forgainful employment in a recognized occupation. The gainful employment regulations became effective July 1, 2015, with certain institutional disclosurerequirements which became effective early 2017. The gainful employment regulations have a framework with three components:

• Certification: Institutions must certify that each of their gainful employment programs meet state and federal licensure, certification and accreditationrequirements.

• Accountability Measures: To maintain Title IV eligibility, gainful employment programs will be required to meet minimum standards for the debt burdenversus the earnings of their graduates.

◦ Pass: Programs whose graduates have annual loan payments less than 8% of total earnings or less than 20% of discretionary earnings.

◦ Zone: Programs whose graduates have annual loan payments between 8% and 12% of total earnings or between 20% and 30% of discretionaryearnings.

◦ Fail: Programs whose graduates have annual loan payments greater than 12% of total earnings and greater than 30% of discretionary earnings.

Programs that fail in two out of any three consecutive years or are in the zone for four consecutive years will be disqualified from participation in the TitleIV programs.

• Transparency: Institutions will be required to make public disclosures regarding the performance and outcomes of their gainful employment programs.The disclosures will include information such as costs, earnings, debt and completion rates.

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The accountability measures will typically weigh a calculated debt burden from graduates who completed their studies three and four years prior to themeasuring academic year and earnings from the most recent calendar year prior to the conclusion of the measuring academic year. Thus, for the 2014-2015academic year, the two-year cohort will include graduates from the 2010-2011 and 2011-2012 academic years and earnings for those graduates from calendar year2014.

On October 20, 2016, we received draft debt-to-earnings rates and certain underlying data from the Department for the first gainful employment measurementyear. On January 8, 2017, we received Ashford University’s final debt-to-earnings rates for the first gainful employment measurement year. Based on the finalrates, none of Ashford University’s programs were determined to fail. Two of our current programs, the Associate of Arts in Early Childhood Education and theBachelor of Arts in Early Childhood Education/Administration, were determined to be in the zone. As of March 31, 2019 , approximately 3.2% of AshfordUniversity’s students were enrolled in the Associate of Arts in Early Childhood Education and approximately 8.4% of Ashford University’s students were enrolledin the Bachelor of Arts in Early Childhood Education/Administration. During the three months ended March 31, 2019 , we derived revenue of approximately $4.4million from the Associate of Arts in Early Childhood Education and approximately $11.9 million from the Bachelor of Arts in Early ChildhoodEducation/Administration.

The fact that none of our programs were determined to fail and only two of our current programs were determined to be in the zone is significant given theframework discussed above, as a program would be disqualified from participation in Title IV programs only if it were to fail for two out of three consecutiveyears, or either fail or be in the zone for three out of four consecutive years. The gainful employment regulations contemplate a transition period in the first severalyears to afford institutions the opportunity to make changes to their programs and retain Title IV eligibility.

On June 15, 2017, the Department announced its intention to conduct additional negotiated rulemaking on certain issues related to gainful employment.Because the negotiated rulemaking committee did not reach consensus, the Department planned to publish a proposed regulation through a Notice of ProposedRulemaking (“NPRM”), take public comment, and issue final regulations by November 1, 2018, with the final regulations effective July 1, 2019. This did notoccur.

On June 30, 2017, the Department granted institutions until July 1, 2018 to comply with disclosure provisions related to promotional materials andprospective students, and extended the deadline for all programs to file alternate earnings appeals. The Department did not change a July 1, 2017 deadline requiringinstitutions to provide a completed disclosure template, or a link thereto, on gainful employment program web pages and our schools complied with thisrequirement. In January 2018, the Department announced the release of the 2018 gainful employment template. While the aesthetic of the template remained thesame, the Department removed certain data points. This included the amount for off-campus room and board, the percentage of students who borrow money to payfor the degree program, and the typical annual earnings after leaving the program.

On March 16, 2018, the Department announced it would release a new draft gainful employment completers list in late spring. On April 27, 2018, theDepartment announced that it would send institutions their completers lists on April 30, 2018. Schools had until June 13, 2018 to review, correct, and submit thelists back to the Department. The Department has not announced when schools can expect the next round of draft debt-to-earnings rates.

On June 18, 2018, the Department announced it will allow additional time, until July 1, 2019, for institutions to comply with the requirements of the gainfulemployment regulations in 34 CFR 668.412 (d) and (e) that include the disclosure template, or a link thereto, in their gainful employment program promotionalmaterials; and directly distribute the disclosure template to prospective students. Because the Department intends to develop proposed regulations that wouldreplace the gainful employment regulations, and as part of that rulemaking process, the Department continues to evaluate the efficacy of these disclosures tostudents and the implementation of these requirements. Institutions must continue to comply with the requirements in 34 CFR 668.412(a), (b), and (c) to postdisclosures on their gainful employment program web pages using the approved disclosure template provided by the Department. The deadline for these actionswas April 6, 2018 and, as discussed above, Ashford University has complied with this requirement.

On August 14, 2018, the Department proposed to rescind the gainful employment regulations and update the College Scorecard, a web-based tool, to provideprogram-level outcomes for all higher education programs at all institutions that participate in Title IV.

On August 24, 2018, the Department announced that it would still require institutions to comply with the October 1, 2018 reporting requirement. Schoolswere to submit gainful employment program data for the 2017-18 Award Year to the National Student Loan Data System by October 1, 2018. Ashford Universitysubmitted this reporting timely.

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On February 13, 2019, the Department published a draft of the newly proposed gainful employment disclosure template (“GEDT”). The comment period onthe draft GEDT ended on March 15, 2019. Institutions are still awaiting an announcement regarding when they will be required to use the new template.

On April 5, 2019, the Department distributed final GE Completers Lists. These lists are the final versions of those released by the Department on April 30,2018. However, since the Memorandum of Understanding under which the Social Security Administration shared earnings data with the Department has expired,the Department is unable to calculate new rates.

We continue to review the information provided by the Department to understand the potential impact of the gainful employment regulations on AshfordUniversity’s programs. We will also continue to evaluate options related to new programs or adjustments to current programs that could help mitigate the potentialadverse consequences of the regulations. We will also continue to monitor changes to the existing regulations.

Defense to Repayment

On June 18, 2015, the Department announced processes that will be established to assist students in gaining relief under the “defense to repayment”provisions of the Direct Loan Program regulations. The defense to repayment provisions then in effect allowed a student to assert as a defense against repayment offederal direct loans any commission of fraud or other violation of applicable state law by the school related to such loans or the educational services for which theloans were provided.

On June 16, 2016, the Department published proposed regulations regarding borrower defense to repayment and related matters, and on October 28, 2016, theDepartment published its final regulations with an effective date of July 1, 2017.

On June 14, 2017, the Department announced a postponement of the 2016 defense to repayment regulations and its intention to resubmit the regulationsthrough the negotiated rulemaking process. The Department announced an additional postponement on October 24, 2017. On February 14, 2018, the Departmentannounced that it was postponing the effective date of this rule until July 1, 2019 so that it could complete the negotiated rulemaking process and develop the newregulations. Because the negotiated rulemaking committee did not reach consensus, the Department published a proposed regulation through an NPRM, took publiccomment, and planned to issue final regulations by November 1, 2018, effective July 1, 2019. This did not occur.

In September and October of 2018, the U.S. District Court for the District of Columbia issued a series of orders and opinions holding these procedural delaysby the Department to be improper. The Court reinstated the 2016 repayment regulations as of October 16, 2018.

The 2016 regulations allow a borrower to assert a defense to repayment on the basis of a substantial misrepresentation, any other misrepresentation in caseswhere certain other factors are present, a breach of contract or a favorable nondefault contested judgment against a school for its act or omission relating to themaking of the borrower’s loan or the provision of educational services for which the loan was provided. In addition, the financial responsibility standards containedin the new regulations establish the conditions or events that trigger the requirement for an institution to provide the Department with financial protection in theform of a letter of credit or other security against potential institutional liabilities. Triggering conditions or events include, among others, certain state, federal oraccrediting agency actions or investigations, and in the case of publicly traded companies, receipt of certain warnings from the SEC or the applicable stockexchange, or the failure to timely file a required annual or quarterly report with the SEC. The new regulations also prohibit schools from requiring that studentsagree to settle future disputes through arbitration.

On March 15, 2019, the Department issued guidance for the implementation of parts of the regulations. The guidance covers an institution's responsibility inregard to reporting mandatory and discretionary triggers as part of the financial responsibility standards, class action bans and pre-dispute arbitration agreements,submission of arbitral and judicial records, and repayment rates. We will continue to monitor guidance on or changes to the existing regulations.

Cohort Default Rate

For each federal fiscal year, the Department calculates a rate of student defaults over a three-year measuring period for each educational institution, which isknown as a “cohort default rate.” An institution may lose its eligibility to participate in the Direct Loan Program and the Federal Pell Grant Program if, for each ofthe three most recent federal fiscal years, 30% or

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more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscalyear.

The most recent official three-year cohort default rates for Ashford University for the 2015, 2014 and 2013 federal fiscal years were 13.5% , 14.9% and14.5% , respectively. The draft three-year cohort default rate for Ashford University for the 2016 federal fiscal year is 13.7% .

For additional information regarding the regulatory environment and related risks, see Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors” of theForm 10-K.

Seasonality

Our operations are generally subject to seasonal trends. We generally experience a seasonal increase in new enrollments during the first quarter of each year,subsequent to holiday break, as well as during the third quarter each year, when most other colleges and universities begin their fall semesters. While we enrollstudents throughout the year, our fourth quarter revenue generally is lower than other quarters due to the holiday break in December, with an increase in the firstquarter of each year.

Critical Accounting Policies and Use of Estimates

The critical accounting policies and estimates used in the preparation of our consolidated financial statements are described in “Management’s Discussionand Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Estimates” included in Part II, Item 7 of the Form 10-K.

On January 1, 2019, the Company adopted ASU 2016-02, Leases (ASC 842), using the modified retrospective method. For information regarding the impactof this recent accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies - Recent Accounting Pronouncements” as well as Note 9,“Lease Obligations” to our condensed consolidated financial statements included elsewhere in this report. There were no other material changes to these criticalaccounting policies and estimates during the three months ended March 31, 2019 .

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Results of Operations

The following table sets forth our condensed consolidated statements of income data as a percentage of revenue for each of the periods indicated:


2019 2018

Revenue 100.0 % 100.0 %Costs and expenses:

Instructional costs and services 47.3 48.5Admissions advisory and marketing 44.7 41.3General and administrative 14.5 10.9Restructuring and impairment expense (credit) 0.0 (0.1)

Total costs and expenses 106.5 100.6Operating loss (6.5) (0.6)Other income, net 0.5 0.2Loss before income taxes (6.0) (0.4)Income tax expense (benefit) 0.0 (1.5)

Net income (loss) (6.1)% 1.1 %

ThreeMonthsEndedMarch31,2019ComparedtoThreeMonthsEndedMarch31,2018

Revenue. Our revenue for the three months ended March 31, 2019 and 2018 , was $109.8 million and $116.8 million , respectively, representing a decreaseof $7.0 million , or 6.0% . The decrease between periods was primarily due to a decrease of 7.0% in average weekly enrollment from 41,376 students for the threemonth period ended March 31, 2018 to 38,488 students for the three month period ended March 31, 2019 . As a result of the decrease in enrollments, tuitionrevenue decreased by approximately $2.1 million . The decrease in revenue between periods was also due to higher scholarships for the period, an increase of $5.1million . The overall revenue decrease was partially offset by a tuition increase, effective January 1, 2019, as well as an increase in net revenue generated fromcourse digital materials of approximately $0.9 million .

Instructional costs and services. Our instructional costs and services for the three months ended March 31, 2019 and 2018 , were $51.9 million and $56.6million , respectively, representing a decrease of $4.7 million , or 8.3% . In addition to the decline in enrollment, specific decreases between periods primarilyinclude bad debt of $2.8 million , direct compensation (including financial aid processing fees) of $1.2 million , corporate support services of $1.1 million , andinstructor fees of $0.5 million , partially offset by an increase in instructional supplies of $1.0 million . Instructional costs and services, as a percentage of revenue,for the three months ended March 31, 2019 and 2018 , were 47.3% and 48.5% , respectively, representing a decrease of 1.2% . This decrease primarily includeddecreases in bad debt of 2.2% , corporate support services of 0.4% , and facilities costs of 0.2% , partially offset by an increase in information technology costs of1.0% and instructional supplies of 0.9% . As a percentage of revenue, bad debt expense was 3.3% for the three months ended March 31, 2019 , compared to 5.5%for three months ended March 31, 2018 .

Admissions advisory and marketing. Our admissions advisory and marketing expenses for the three months ended March 31, 2019 and 2018 , were $49.1million and $48.2 million , respectively, representing an increase of $0.9 million , or 1.8% . Specific factors contributing to the overall increase between periodswere increase s in advertising costs of $1.4 million , transaction costs of $0.4 million , professional fees of $0.4 million , license fees of $0.3 million , informationtechnology costs of $0.2 million and corporate support services of $0.2 million , primarily offset by decreases in compensation of $1.8 million and facilities costsof $0.3 million . Admissions advisory and marketing, as a percentage of revenue, for the three months ended March 31, 2019 and 2018 , were 44.7% and 41.3% ,respectively, representing an increase of 3.4% . This increase primarily included increase s in advertising costs of 2.5% , professional fees of 0.4% , license fees of0.4% , transaction costs of 0.3% , and information technology costs of 0.3% , partially offset by a decrease in compensation of 0.5% .

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General and administrative. Our general and administrative expenses for the three months ended March 31, 2019 and 2018 , were $15.9 million and $12.7million , respectively, representing an increase of $3.2 million , or 24.9% . The increase between periods was primarily due to increase s in corporate supportservices of $0.9 million , administrative compensation of $0.7 million , transaction costs of $0.7 million , information technology costs of $0.3 million , and otheradministrative costs (which include acquisition costs) of $0.2 million . General and administrative expenses, as a percentage of revenue, for the three months endedMarch 31, 2019 and 2018 , were 14.5% and 10.9% , respectively, representing an increase of 3.6% . This increase was primarily due to increase s in administrativecompensation of 1.1% , transaction costs of 0.7% , other administrative costs of 0.5% , information technology costs of 0.4% , and corporate support services of0.4% .

Restructuring and impairment charges. We recorded a charge of approximately $29,000 to restructuring and impairment for the three months endedMarch 31, 2019 , comprised primarily of revised estimates of lease charges. For the three months ended March 31, 2018 , we recorded a credit of $0.2 million ofrestructuring and impairment charges, comprised of a credit of $0.5 million as a reversal of previously recorded estimated lease charges, offset by a charge of $0.3million relating to severance costs for wages and benefits.

Other income, net. Our other income, net, was approximately $0.6 million for the three months ended March 31, 2019 and approximately $0.3 million forthe three months ended March 31, 2018 . The increase between periods was primarily due to increase d interest income on average cash balances.

Income tax expense (benefit). We recognized an income tax expense of approximately $46,000 and an income tax benefit of $1.7 million , at effective taxrates of (0.7)% and 454.1% for the three months ended March 31, 2019 and 2018 , respectively.

Net income (loss). Our net loss was $6.6 million for the three months ended March 31, 2019 , compared to net income of $1.3 million for the three monthsended March 31, 2018 , a $7.9 million decrease in net income as a result of the factors discussed above.

Liquidity and Capital Resources

We finance our operating activities and capital expenditures primarily through cash on hand and through cash provided by operating activities. At March 31,2019 and December 31, 2018 , our cash and cash equivalents were $141.8 million and $166.3 million , respectively. At March 31, 2019 and December 31, 2018 ,we had total restricted cash of $24.9 million and $24.3 million , which included long-term restricted cash of $5.7 million and $5.7 million , respectively, andinvestments of $2.2 million and $2.1 million , respectively. At March 31, 2019 , we had no long-term debt.

We manage our excess cash pursuant to the quantitative and qualitative operational guidelines of our cash investment policy. Our cash investment policy,which is managed by our Chief Financial Officer, has the following primary objectives: (i) preserving principal, (ii) meeting our liquidity needs, (iii) minimizingmarket and credit risk, and (iv) providing after-tax returns. Under the policy’s guidelines, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments. For a discussion of the measures we use to mitigate the exposure of our cash investments to market risk, credit risk and interestrate risk, see Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-Q.

There was a slight increase in the fair value of our investments at March 31, 2019 as compared to December 31, 2018 . We believe that any fluctuations wehave recently experienced are temporary in nature and that while some of our securities are classified as available-for-sale, we have the ability and intent to holdthem until maturity, if necessary, to recover their full value.

TitleIVandothergovernmentalfunding

Ashford University derives the substantial majority of its respective revenues from students who enroll and are eligible for various federal student financialassistance programs authorized under Title IV of the Higher Education Act. Ashford University is subject to significant regulatory scrutiny as a result of numerousstandards that must be satisfied in order to participate in Title IV programs. For additional information regarding Title IV programs and the regulation thereof, see“Business—Regulation” included in Part I, Item 1 of the Form 10-K. The balance of revenues derived by Ashford University is from government tuition assistanceprograms for military personnel, including veterans, payments made in cash by individuals, reimbursement from corporate affiliates and private loans.

If we were to become ineligible to receive Title IV funding or other governmental funding, our liquidity would be significantly impacted. The timing ofdisbursements under Title IV programs is based on federal regulations and our ability to

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successfully and timely arrange financial aid for Ashford University’s students. Title IV funds are generally provided in multiple disbursements before we earn asignificant portion of tuition and fees and incur related expenses over the period of instruction. Students must apply for new loans and grants each academic year.These factors, together with the timing at which Ashford University’s students begin their programs, affect our revenues and operating cash flow.

Stockrepurchaseprograms

The Company's board of directors may authorize us to repurchase outstanding shares of its common stock from time to time in the open market throughblock trades or otherwise depending on market conditions and other considerations, pursuant to the applicable rules of the SEC. The Company's policy is to retainthese repurchased shares as treasury shares and not to retire them. The amount and timing of future share repurchases, if any, will be made as market and businessconditions warrant. The timing and extent of any repurchases will depend upon market conditions, the trading price of our shares and other factors, and subject tothe restrictions relating to volume, price and timing under applicable law. We may commence or suspend share repurchases at any time or from time to time.

Operatingactivities

Net cash used in operating activities was $16.4 million for the three months ended March 31, 2019 , compared to net cash used in operating activities of$15.1 million for the three months ended March 31, 2018 , an overall increase between periods in net cash used in operating activities of $1.4 million . Thisincrease in cash used in operating activities is primarily attributable to the $8.0 million decrease in net income between periods, changes in prepaid expenses andother current assets due to timing of prepaids, lower net bad debt than in prior year, and a decrease in deferred revenue to do lower average enrollments. Thesechanges were partially offset by an increase in the accounts payable and accrued liabilities balance at year end, due to the implementation of ASC 842, and asmaller decrease in the accounts receivable balances in current year versus prior year period end.

Investingactivities

Net cash used in investing activities was $6.7 million for the three months ended March 31, 2019 , compared to net cash used in investing activities of $1.1million for the three months ended March 31, 2018 . During the three months ended March 31, 2019 , we had capitalized costs for intangibles of $0.2 million ,purchases of investments of approximately $22,000 , and no sales of investments. This is compared to capitalized costs for intangibles of $0.3 million , purchasesof investments of $0.7 million , and sales of investments of $0.7 million for the three months ended March 31, 2018 . Capital expenditures for the three monthsended March 31, 2019 were $6.5 million , compared to $0.8 million for the three months ended March 31, 2018 . We expect our capital expenditures to beapproximately $30.0 million for the year ending December 31, 2019 .

Financingactivities

Net cash used in financing activities was $0.7 million for the three months ended March 31, 2019 , compared to net cash used in financing activities of $0.7million for the three months ended March 31, 2018 . During each of the three months ended March 31, 2019 and 2018 , net cash used included tax withholdingsrelated to the issuance of restricted stock units vesting. During the three months ended March 31, 2019 , the cash used was partially offset by the cash provided bystock option exercises.

Based on our current level of operations, we believe that our future cash flows from operating activities and our existing cash and cash equivalents willprovide adequate funds for ongoing operations, planned capital expenditures and working capital requirements for at least the next 12 months. However, changescould occur that would consume our available capital resources before that time. Our capital requirements depend on numerous factors, including our ability tocontinue to generate revenue. There can be no assurance that additional funding, if necessary, will be available to us on favorable terms, if at all.

Off-Balance Sheet Arrangements

As part of our normal business operations, we are required to provide surety bonds in certain states where we do business. In May 2009, we entered into asurety bond facility with an insurance company to provide such bonds when required. As of March 31, 2019 , our total available surety bond facility was $8.5million and the surety had issued bonds totaling $8.1 million on our behalf under such facility.

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Significant Contractual Obligations

The following table sets forth, as of March 31, 2019 , certain significant cash and contractual obligations that will affect our future liquidity:

Payments Due by Period

(Inthousands) Total 2019 2020 2021 2022 2023 Thereafter

Operating lease obligations $ 54,919 $ 14,558 $ 9,749 $ 6,351 $ 3,826 $ 2,726 $ 17,709Other contractual obligations 47,315 13,196 12,596 6,580 5,014 4,929 5,000Uncertain tax positions 869 — 869 — — — —

Total $ 103,103 $ 27,754 $ 23,214 $ 12,931 $ 8,840 $ 7,655 $ 22,709

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies” to our condensed consolidatedfinancial statements included in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market and Credit Risk

Pursuant to our cash investment policy, we attempt to mitigate the exposure of our cash and investments to market and credit risk by (i) diversifyingconcentration to ensure we are not overly concentrated in a limited number of financial institutions, (ii) monitoring and managing the risks associated with thenational banking and credit markets, (iii) investing in U.S. dollar-denominated assets and instruments only, (iv) diversifying account structures so that we maintaina decentralized account portfolio with numerous stable, highly rated and liquid financial institutions and (v) ensuring that our investment procedures maintain adefined and specific scope such that we will not invest in higher-risk investment accounts, including financial swaps or derivative and corporate equities.Accordingly, pursuant to the guidelines established by our cash investment policy, we invest our excess cash exclusively in high-quality, U.S. dollar-denominatedfinancial instruments.

Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments,and we may experience reduced investment earnings if the yields on investments that are deemed to be low risk remain low or decline further in this time ofeconomic uncertainty. Unusual and unpredictable market developments may also create liquidity challenges for certain of the assets in our investment portfolio.

We have no derivative financial instruments or derivative commodity instruments.

Interest Rate Risk

To the extent we borrow funds, we would be subject to fluctuations in interest rates. As of March 31, 2019 , we had no outstanding borrowings.

Our future investment income may fall short of expectations due to changes in interest rates. At March 31, 2019 , a hypothetical 10% increase or decrease ininterest rates would not have a material impact on our future earnings, fair value or cash flows related to interest earned on our cash, cash equivalents orinvestments.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act, that are designed to providereasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and proceduresdesigned to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to ourmanagement, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timelydecisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls andprocedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management isrequired to apply its judgment in evaluating the cost-benefit relationship of any possible controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, we carriedout an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) andRule 15d-15(b) of the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Principal Financial Officer concluded that our disclosurecontrols and procedures were not effective at the reasonable assurance level as of March 31, 2019 .

Materialweaknessesininternalcontroloverfinancialreporting

Management has concluded that there were matters that constituted material weaknesses in our internal control over financial reporting. These materialweaknesses relate to (i) control design in the accounting of the student contracts for the FTG program whereby revenue was misstated due to allowances that hadnot been properly determined and contained computational errors, which also resulted in misstatements in accounts receivable and its provision for bad debts anddeferred revenue and student deposits; and (ii) operating effectiveness of review controls in the determination of the accounting for nonrecurring transactions andnew accounting standards. Specifically, our controls were not effective as management misapplied accounting guidance and did not arrive at the proper accountingconclusions, resulting in misstatement of restricted cash and other long-term assets as of September 30, 2018 related to a long-term letter of credit issued ascollateral for the build-to-suit lease; and management incorrectly applied ASC 606 upon adoption on January 1, 2018 as it relates to the FTG program, specificallythe period of time for which to recognize revenue in the fiscal year 2018 related to FTG students that become inactive. These material weaknesses resulted in therestatement of the Company’s financial statements. Accordingly, management has determined that the Company's internal control over financial reporting was noteffective as of March 31, 2019 due to material weaknesses.

Management's Remediation Efforts

We are committed to remediating the material weaknesses by implementing changes to our internal control over financial reporting. Our Principal FinancialOfficer is responsible for implementing changes and improvements in internal control over financial reporting and for remediating the control deficiencies thatgave rise to the material weaknesses.

Throughout the first quarter of 2019, we have implemented measures to remediate the underlying causes of the control deficiencies. These measures include(i) improving the internal communication procedures between operations and accounting personnel; (ii) enhancing our controls over the FTG accounting models,including more detailed steps to evaluate and revise critical assumptions and estimates to be more precise; (iii) implementing enhanced analytical controls tocompensate for the manual processes; (iv) technical accounting training for key financial management; and (v) engaging external consultants, as needed, to providesupport related to more complex applications of GAAP related to nonrecurring transactions and new accounting standards.

We believe these measures will remediate the underlying control deficiencies that gave rise to the material weaknesses. We are committed to continuing toimprove our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures. As we continue toevaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify, orin appropriate circumstances not complete, certain of the remediation measures described above. These material weaknesses will not be

41

considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that thesecontrols are operating effectively.

Changes in Internal Control Over Financial Reporting

We continually assess the adequacy of our internal control over financial reporting and make improvements as deemed appropriate. As discussed above,during the three months ended March 31, 2019 , management began to implement certain remediation measures to improve our internal control over financialreporting and to remediate the previously identified material weaknesses. Aside from the above, there were no changes in internal control over financial reporting,during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financialreporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

For information regarding our legal proceedings, refer to Note 14 , “Commitments and Contingencies” to our condensed consolidated financial statementsincluded in Part I, Item 1 of this report, which note is incorporated by reference into this Part II, Item 1.

Item 1A. Risk Factors.

Investing in our common stock involves risk. Before making an investment in our common stock, you should carefully consider the risk factors discussed inPart I, Item 1A, “Risk Factors” of the Form 10-K. The risks described in the Form 10-K are those which we believe are the material risks we face, and such riskscould materially adversely affect our business, prospects, financial condition, cash flows and results of operations. Additional risks and uncertainties not currentlyknown to us or that we currently deem to be immaterial also may impact us. Except as set forth below, there have been no material changes in our risk factors fromthose previously disclosed in the Form 10-K.

Ifwefailtoeffectivelyidentify,pursueandconsummateacquisitions,eitherintheU.S.oroutsideoftheU.S.,ourabilitytogrowcouldbeimpactedandourprofitabilitymaybeadverselyaffected.

Acquisitions are one component of our overall long-term growth strategy. The successful implementation of this strategy depends upon the Company’s abilityto identify suitable domestic and international acquisition candidates, acquire such businesses on acceptable terms and finance such acquisitions. There can be noassurance that such candidates will be available or, if such candidates are available, that the price will be attractive or that the Company will be able to identify,acquire or finance such businesses successfully. In addition, in pursuing such acquisition opportunities, the Company may compete with other entities with similargrowth strategies; these competitors may be larger and have greater financial and other resources than the Company. Competition for these acquisition targetscould also result in increased prices of acquisition targets and/or a diminished pool of companies available for acquisition. There may be particular difficulties andcomplexities (regulatory or otherwise) associated with our expansion into international markets, and our strategies may not succeed beyond our current markets. Ifwe are unable to effectively address these challenges, our ability to execute this component of our long-term strategy will be impaired, which could have an adverseeffect on our ability to grow and our profitability.

Theacquisition,integrationandgrowthofacquiredbusinessesmaypresentchallengesthatcouldharmourbusiness.

The successful integration and profitable operation of an acquired institution or business, including the realization of anticipated cost savings and additionalrevenue opportunities, can present challenges, and the failure to overcome these challenges can have an adverse effect on our business, financial condition, cashflows and results of operations. Some of these challenges include:

• the inability to maintain uniform standards, controls, policies and procedures;

• distraction of management's attention from normal business operations during the integration process;

• the inability to attract and/or retain key management personnel to operate the acquired entity;

• the inability to obtain, or delay in obtaining, regulatory or other approvals necessary to operate the business;

• the inability to correctly estimate the size of a target market or accurately assess market dynamics;

• the inability to retain the clients of the acquired entity;

• the lingering effects of poor client relations or service performance by the acquired entity, which also may negatively affect the Company’s existingbusiness;

• the inability to fully realize the desired efficiencies and economies of scale;

• expenses associated with the integration efforts; and

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• unidentified issues not discovered in the due diligence process, including legal contingencies.

An acquisition related to an institution or other educational business often requires one or multiple regulatory approvals. If we are unable to obtain suchapprovals, or we obtain them on unfavorable terms, our ability to consummate a transaction may be impaired or we may be unable to operate the acquired entity ina manner that is favorable to us. If we fail to properly evaluate an acquisition, we may be required to incur costs in excess of what we anticipated, and we may notachieve the anticipated benefits of such acquisition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Description

3.1 Zovio Amended and Restated Certificate of Incorporation, as Amended3.2 Third Amended and Restated Bylaws of Zovio Inc (Incorporated by reference to Form 8-K, Exhibit 3.2, filed April 2, 2019).

10.1 Agreement and Plan of Reorganization by and among Bridgepoint Education, Inc and Fullstack Academy, Inc. *10.2 Agreement and Plan of Reorganization by and among Zovio Inc (formerly known as Bridgepoint Education, Inc) and Toucan Merger Sub, Inc.31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew S.Clark, President and Chief Executive Officer, and Kevin Royal, Chief Financial Officer.

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SECon May 9, 2019, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets as of March 31,2019 and December 31, 2018; (ii) the Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2019 and 2018;(iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018; (iv) the CondensedConsolidated Statements of Stockholders’ Equity for the three months ended March 31, 2019 and 2018; (v) the Condensed ConsolidatedStatements of Cash Flows for the three months ended March 31, 2019 and 2018; and (vi) the Notes to Condensed Consolidated FinancialStatements.

*Certain confidential portions of this exhibit have been omitted

45

https://content.edgar-online.com/ExternalLink/EDGAR/0001305323-19-000042.html?hash=952eefa1669989ada32b690271ad1d3966672e4d0d61eff1030507ab64e45022&dest=THIRDAMENDEDANDRESTATEDBYL_HTM

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

ZOVIO INC

May 9, 2019 /s/ KEVIN ROYAL

Kevin RoyalChief Financial Officer

(Principal financial officer and duly authorized tosign on behalf of the registrant)

46

Exhibit 3.1

BRIDGEPOINT EDUCATION, INC.

CERTIFICATE OF AMENDMENT TO THEAMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Bridgepoint Education, Inc., (the “ Company ”) a corporation organized and existing under and by virtue of the General Corporation Law of the State ofDelaware (the “ DGCL ”), does hereby certify:

1. The name of the corporation is Bridgepoint Education, Inc. The original Certificate of Incorporation of the Company was first filed with the Office ofthe Secretary of State of Delaware on May 21, 1999 under the name “TeleUniversity, Inc.”

2. A Fifth Amended and Restated Certificate of Incorporation was filed with the Office of the Secretary of State of Delaware on April 20, 2009.

3. This Certificate of Amendment was duly authorized and adopted by the Company’s board of directors in accordance with the provisions ofSection 242 of the DGCL.

4. The text of the Article First of the Company’s Amended and Restated Certificate of Incorporation is to be amended and restated in its entirety asfollows:

“The name of this corporation is Zovio Inc”

5. This Certificate of Amendment shall be effective as of April 2, 2019 at 4:00 P.M. Eastern Standard Time.

IN WITNESS WHEREOF , the Company has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to beexecuted by its duly authorized officer on April 2, 2019.

Bridgepoint Education, Inc.a Delaware corporation

By: /s/Andrew ClarkAndrew Clark, President and Chief Executive Officer

Exhibit 3.1

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF


Reflecting all amendments through April 20, 2009

The undersigned, Andrew S. Clark and Diane Thompson, hereby certify that:

FIRST: They are duly elected and acting Chief Executive Officer and Secretary, respectively, of Bridgepoint Education, Inc. (f/k/a TeleUniversity, Inc.), aDelaware corporation.

SECOND: The Certificate of Incorporation of TeleUniversity, Inc. was originally filed in the Office of the Secretary of the State of Delaware on May 21,1999.

THIRD: A Certificate of Amendment to the Certificate of Incorporation of TeleUniversity, Inc. was filed in the Office of the Secretary of the State ofDelaware on January 24, 2001; the Amended and Restated Certificate of Incorporation of TeleUniversity, Inc. was filed in the Office of the Secretary of the Stateof Delaware on November 25, 2003; a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TeleUniversity, Inc. was filed in theOffice of the Secretary of the State of Delaware on February 5, 2004; the Second Amended and Restated Certificate of Incorporation of Bridgepoint Education, Inc.was filed in the Office of the Secretary of the State of Delaware on March 30, 2005; the Third Amended and Restated Certificate of Incorporation of BridgepointEducation, Inc. was filed in the Office of the Secretary of the State of Delaware on July 27, 2005; the Fourth Amended and Restated Certificate of Incorporation ofBridgepoint Education, Inc. was filed in the Office of the Secretary of the State of Delaware on July 29, 2005; a Certificate of Amendment to the Fourth Amendedand Restated Certificate of Incorporation of Bridgepoint Education, Inc. was filed in the Office of the Secretary of the State of Delaware on March 31, 2009.

FOURTH: The Fourth Amended and Restated Certificate of Incorporation of Bridgepoint Education, Inc., as amended, is hereby amended and restated toread in its entirety as follows:

ARTICLE 1

NAME

The name of this corporation is Bridgepoint Education, Inc.

ARTICLE 2

REGISTERED OFFICE AND RESIDENT AGENT

The address of this corporation's registered office in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware, County ofNew Castle, 19808. The name of the registered agent at such address is CorpAmerica, Inc.

ARTICLE 3

CORPORATE PURPOSES

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of theState of Delaware.

Exhibit 3.1

ARTICLE 4

CAPITAL STOCK

A. This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number ofshares of stock which this corporation is authorized to issue is 320,000,000 shares, 300,000,000 of which shall be Common Stock with a par value of $0.01 pershare, and 20,000,000 of which shall be Preferred Stock with a par value of $0.01 per share.

B. The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more classes or series, without further stockholderapproval. Subject to the provisions hereof and the limitations prescribed by law, the Board of Directors is expressly authorized, by adopting resolutions providingfor the issuance of shares of any particular class or series and, if and to the extent from time to time required by law, by filing with the Secretary of State of theState of Delaware a certificate setting forth the resolutions so adopted pursuant to the General Corporation Law of the State of Delaware, to establish the number ofshares to be included in each such class or series and to fix the designation and relative powers, including voting powers (which may be full, limited or nonvotingpowers), preferences, rights, qualifications and limitations and restrictions thereof, relating to the shares of each such class or series. The rights, privileges,preferences and restrictions of any such additional class or series may be subordinated to, pari passu with (including, without limitation, inclusion in provisionswith respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote), or senior to any of those of any present or future class orseries of Preferred Stock or Common Stock. The Board of Directors is also authorized to increase or decrease the number of authorized shares of any class or seriesof Preferred Stock prior or subsequent to the issue of that class or series, but not below the number of shares of such class or series then outstanding. In case thenumber of shares of any class or series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption ofthe resolution originally fixing the number of shares of such class or series.

The authority of the Board of Directors with respect to each class or series shall include, but not be limited to, determination of the following:

(i) the distinctive class or serial designation of such class or series and the number of shares constituting such class or series;

(ii) the annual dividend rate on shares of such class or series, if any, whether dividends shall be cumulative and, if so, from which date or dates;

(iii) whether the shares of such class or series shall be redeemable in accordance with the terms of Section 151(b) of the General Corporation Law ofthe State of Delaware and, if so, the terms and conditions of such redemption, including the date or dates upon and after which such shares shall beredeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemptiondates;

(iv) the obligation, if any, of this corporation to retire shares of such class or series pursuant to a sinking fund;

(v) whether shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, theterms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and terms of adjustment,if any;

(vi) whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of suchvoting rights;

(vii) the rights of the shares of such class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the corporation;and

(viii) any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such class or series.

ARTICLE 5

STOCKHOLDER ACTION BY WRITTEN CONSENT

Subject to the rights of any holders of Preferred Stock to act by written consent instead of a meeting, stockholder action may be taken only at an annualmeeting or special meeting of stockholders and may not be taken by written consent instead of a meeting, unless the action to be taken by written consent ofstockholders and the taking of this action by written consent has

Exhibit 3.1

been expressly approved in advance by the Board of Directors; provided , however , that if Warburg Pincus Private Equity VIII, L.P. ("Warburg") holds at least50% of the outstanding capital stock of the corporation on a fully diluted basis, whenever the vote of stockholders at a meeting thereof is required or permitted tobe taken for or in connection with any corporate action, by any provision of statute or of this Certificate of Incorporation or of the corporation's Bylaws, themeeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares of stock of the corporation entitled to vote thereon were present and voted. Notwithstanding the preceding sentence, thecorporation shall hold an annual meeting of stockholders (i) in accordance with Section 302.00 (Annual Meetings) of the Listed Company Manual of the New YorkStock Exchange, for so long as the corporation's stock is listed on the New York Stock Exchange, and (ii) as otherwise required by the Bylaws. Prompt notice ofthe taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE 6

AMENDMENT OR REPEAL OF BYLAWS; ELECTIONS OF DIRECTORS

In furtherance and not in limitation of the powers conferred by statute, the Bylaws of this corporation may be amended or repealed by the Board of Directorsat any meeting or by the stockholders at any meeting. Elections of directors need not be by written ballot.

ARTICLE 7

INDEMNIFICATION

A. To the fullest extent permitted by the law of the State of Delaware as it now exists or may hereafter be amended, no director or officer of this corporationshall be liable to this corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed by such director or officer, as applicable,to this corporation or its stockholders; provided, however, that liability of any director or officer shall not be eliminated or limited for acts or omissions whichinvolve any breach of a director's or officer's duty of loyalty to this corporation or its stockholders, acts or omissions not in good faith, intentional misconduct,fraud or a knowing violation of law, under Section 174 of the General Corporation Law of the State of Delaware or for transactions from which the officer ordirector derived an improper personal benefit.

B. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and hold harmless and uponrequest shall advance expenses to any person (and heirs, executors or administrators of such person) who is or was a party or is threatened to be made a party to anythreatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative (other than an action by or in the right ofthe corporation), by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while such a director or officer is orwas serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,including service with respect to employee benefit plans, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by the person in connection with such action, suit, proceeding or claim if the person acted in good faith and in a manner the person reasonablybelieved to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believethe person's conduct was unlawful; provided , however , that the foregoing shall not require this corporation to indemnify or advance expenses to any person inconnection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of otherindemnification rights arising under any bylaw, agreement, vote of disinterested directors or stockholders or otherwise and shall inure to the benefit of the heirs andlegal representatives of such person. Any person seeking indemnification under this Article 7 shall be deemed to have met the standard of conduct required for suchindemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Article 7 shall not adversely affect any rightor protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal ormodification.

C. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and hold harmless and uponrequest shall advance expenses to any person (and heirs, executors or administrators of such person) who is or was a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or wasa director or

Exhibit 3.1

officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense orsettlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of thecorporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liableto the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled toindemnity by the corporation for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

D. This corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of this corporation to such extentand to such effect as the Board of Directors shall determine to be appropriate and authorized by the law of the State of Delaware.

E. This corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of thiscorporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust orother enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such,whether or not this corporation would have the power to indemnify such person against such liability under Section 145 of the General Corporation Law of theState of Delaware.

F. The rights and authority conferred in this Article 7 shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

G. Neither the amendment nor repeal of this Article 7, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws of this corporationinconsistent with this Article 7 shall eliminate or reduce the effect of this Article 7 in respect of any acts or omissions occurring prior to such amendment, repeal oradoption.

H. If the General Corporation Law of the State of Delaware is amended after the date hereof to authorize corporate action further eliminating or limiting thepersonal liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the fullest extent permitted by the GeneralCorporation Law of the State of Delaware, as so amended.

ARTICLE 8

DIRECTOR RELIANCE

A director shall be fully protected in relying in good faith upon the books of account or other records of this corporation or statements prepared by any of itsofficers or by independent public accountants or by an appraiser selected with reasonable care by the Board of Directors as to the value and amount of the assets,liabilities and/or net profits of this corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends mightproperly be declared and paid, or with which this corporation's capital stock might properly be purchased or redeemed.

* * *

FIFTH: This Fifth Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of this corporation in accordancewith the provisions of Sections 242 and 245 of the Delaware General Corporation Law.

SIXTH: This Fifth Amended and Restated Certificate of Incorporation has been duly approved, in accordance with Sections 228, 242 and 245 of theDelaware General Corporation Law, by the written consent of the holders of the requisite number of the shares of outstanding Common Stock and the requisitenumber of the shares of outstanding stock of each class of stock entitled to vote thereon as a class and the requisite number of the shares of outstanding stock ofeach series of Preferred Stock, and written notice of such action will be given to the holders of such shares who did not so consent, in each case in accordance withSection 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Bridgepoint Education, Inc. has caused this Fifth Amended and Restated Certificate of Incorporation to be signed by its ChiefExecutive Officer and Secretary on this 20th day of April, 2009.

Exhibit 3.1

By:

/s/ ANDREW S. CLARK

Andrew S. Clark,Chief Executive Officer

By:

/s/ DIANE THOMPSON

Diane Thompson,Secretary

Exhibit 10.1

CERTAIN CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I)NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT

WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY "[***]"

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG


FS MERGER SUB, INC.

FS MERGER SUB, LLC

FULLSTACK ACADEMY, INC.

AND

FORTIS ADVISORS LLC

AS REPRESENTATIVE

March 12, 2019

TABLE OF CONTENTS PageArticle I THE MERGERS 21.1 The Mergers 21.2 Closing and Effective Times 21.3 Effect of the Mergers 31.4 Organizational Documents 31.5 Directors and Officers 41.6 Effect of First Merger on Capital Stock, Company Options and Participating Company Notes of

Constituent Corporations 41.7 Effect of Second Merger on Capital Stock of Constituent Entities 101.8 Payment of Total Consideration for Company Capital Stock 101.9 Retention Based Payment. 131.1 Earnout 151.11 Adjustments to Total Cash Consideration. 201.12 Withholding 231.13 Company Loans 231.14 Tax Consequences 231.15 Parent Common Stock Issuance 241.16 Taking of Further Action 24Article II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 242.1 Organization and Good Standing 252.2 Authority and Enforceability 252.3 Governmental Approvals and Consents 252.4 No Conflicts 262.5 Company Capital Structure 262.6 Company Subsidiaries 292.7 Company Financial Statements; Internal Financial Controls 292.8 No Undisclosed Liabilities 312.9 No Changes 312.10 Taxes 312.11 Real Property 342.12 Tangible Property 352.13 Intellectual Property 352.14 Material Contracts 422.15 Employee Benefit Plans 452.16 Employment Matters 482.17 Governmental Authorizations 492.18 Litigation 492.19 Insurance 492.20 Compliance with Legal Requirements 502.21 Interested Party Transactions 512.22 Books and Records 51

TABLE OF CONTENTS(Continued)

Page

2.23 Brokers Fees 522.24 Top Customers and Top Suppliers 52Article III REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS 523.1 Organization and Standing 523.2 Authority and Enforceability 533.3 Governmental Approvals and Consents 533.4 No Conflicts 533.5 SEC Reports and Financial Statements 533.6 Total Stock Consideration 543.7 Cash Resources 543.8 Brokers Fees 54Article IV CONDUCT OF COMPANY BUSINESS DURING PENDENCY OF TRANSACTION 544.1 Affirmative Obligations 544.2 Forbearance 55Article V ADDITIONAL AGREEMENTS 585.1 Non-Solicitation of Competing Acquisition Proposals 585.2 Stockholder Approval 595.3 Governmental Approvals 605.4 General Efforts to Close 605.5 Access to Information 615.6 Notification of Certain Matters 615.7 Contracts 625.8 Employee Matters 625.9 Payoff Letters; Release of Liens 645.10 Third Party Expenses 645.11 Spreadsheet 645.12 Resignation of Directors and Officers 675.13 Securities Law Compliance 675.14 Director and Officer Indemnification 675.15 Company Financial Statements 685.16 Co-Founder Personal Guaranties 68Article VI CONDITIONS TO THE MERGER 696.1 Conditions to Obligations of Each Party 696.2 Additional Conditions to the Obligations of Parent and the Merger Subs 696.3 Additional Conditions to Obligations of the Company 72Article VII TAX MATTERS 727.1 Tax Returns to be Filed Prior to the Closing 727.2 Tax Returns to be Filed After Closing 737.3 Straddle Period Taxes 737.4 Cooperation 737.5 Tax Contests 73

ii

TABLE OF CONTENTS(Continued)

Page

Article VIII POST-CLOSING INDEMNIFICATION 748.1 Survival of Representations and Warranties 748.2 Indemnification 758.3 Limitations on Indemnification 778.4 Indemnification Claim Procedures 808.5 Third-Party Claims 818.6 Right to Satisfy Indemnification Claims by Reducing Earnout Amounts 828.7 Representative 83Article IX PRE-CLOSING TERMINATION OF AGREEMENT 859.1 Termination 859.2 Effect of Termination 86Article X GENERAL PROVISIONS 8610.1 Certain Interpretations 8610.2 Amendment 8710.3 Waiver 8710.4 Assignment 8710.5 Notices 8710.6 Confidentiality 8810.7 Public Disclosure 8810.8 Entire Agreement 8910.9 No Third Party Beneficiaries 8910.10 Specific Performance and Other Remedies 8910.11 Severability 8910.12 Governing Law 9010.13 Resolution of Conflicts; Arbitration 9010.14 Waiver of Jury Trial 9110.15 USA Patriot Act Compliance 9110.16 Counterparts 91

iii

INDEX OF EXHIBITS

Annex DescriptionAnnex A Certain Defined Terms

Exhibit DescriptionExhibit A Form of Joinder AgreementExhibit B Form of Lock-Up AgreementExhibit C-1 Form of First Certificate of Merger Exhibit C-2 Form of Second Certificate of MergerExhibit D Form of Letter of TransmittalExhibit E Form of Stockholder Written Consent Exhibit F Form of Escrow AgreementExhibit G Form of Non-Competition and Non-Solicitation AgreementsExhibit H Form of Note Termination AgreementExhibit I Form of Promised Company Option Termination Agreement

Schedules DescriptionSchedule 1.6(e)(i) Specified Participating IndividualsSchedule 5.7(b) Amended or Terminated AgreementsSchedule 5.9(b) Liens to be ReleasedSchedule 5.16 Personal Guarantors and Personal Guaranty ContractsSchedule 6.2(o) Third Party ConsentsSchedule 6.2(s) ApprovalsSchedule 8.2(a) Specified Indemnities

HBA00060935.12


THIS AGREEMENT AND PLAN OF REORGANIZATION (the “ Agreement ”) is made and entered into as of March 12, 2019 (the“ Agreement Date ”) by and among BRIDGEPOINT EDUCATION, INC., a Delaware corporation (“ Parent ”), FS MERGER SUB, INC., aDelaware corporation and direct wholly-owned subsidiary of Parent (“ Merger Sub I ”), FS MERGER SUB, LLC, a Delaware limitedliability company and direct wholly-owned subsidiary of Parent (“ Merger Sub II ” and, together with Merger Sub I, the “ Merger Subs ”),FULLSTACK ACADEMY, INC., a Delaware corporation (the “ Company ”), and FORTIS ADVISORS LLC, a Delaware limited liabilitycompany, solely in its capacity as representative (the “ Representative ”). All capitalized terms that are used but not defined herein shall havethe respective meanings ascribed thereto in Annex A .

W I T N E S S E T H:

WHEREAS, the boards of directors or members, as applicable, of each of Parent, the Merger Subs and the Company have determinedthat it would be advisable and in the best interests of each corporation or limited liability company and their respective stockholders ormembers, as applicable, that Parent acquire the Company through the statutory merger of Merger Sub I with and into the Company, pursuantto which the Company would become a wholly owned subsidiary of Parent (the “ First Merger ”), and, as part of the same overalltransaction, the Surviving Corporation in the First Merger would merge with and into Merger Sub II (the “ Second Merger ”, and togetherwith the First Merger, the “ Mergers ”), in each case upon the terms and conditions set forth in this Agreement and in accordance with theapplicable provisions of Delaware Law, and in furtherance thereof, have approved this Agreement, the Mergers and the other transactionscontemplated by this Agreement and the Related Agreements (the “ Transactions ”).

WHEREAS, the Company and Parent intend, by executing this Agreement, that the Mergers are integrated steps in the transactioncontemplated by this Agreement and will together qualify as a tax-free reorganization within the meaning of Section 368(a)(1) of the Codeand that this Agreement be, and is, adopted as a plan of reorganization.

WHEREAS, concurrent with the execution and delivery of this Agreement, as a material inducement to Parent to enter into thisAgreement: (i) each Key Employee is accepting an offer letter from Parent (collectively with respect to the Key Employees, the “ KeyEmployee Offer Letters ”) and has initiated Parent’s customary employee background investigation; and (ii) each Key Employee is enteringinto a Non-Competition and Non-Solicitation Agreement with Parent, all of which Key Employee Offer Letters and Non-Competition andNon-Solicitation Agreements will be effective at and as of the First Effective Time.

WHEREAS, concurrent with the execution and delivery of this Agreement, as a material inducement to Parent to enter into thisAgreement, each of the Company Support Stockholders has executed a joinder agreement in substantially the form attached hereto as ExhibitA (collectively, the “ Joinder Agreements ”), all of which Joinder Agreements will be effective at and as of the First Effective Time.

WHEREAS, concurrent with the execution and delivery of this Agreement, as a material inducement to Parent to enter into thisAgreement, each of the Company Support Stockholders has executed a lock-up agreement in substantially the form attached hereto asExhibit B (collectively, the “ Lock-Up Agreements ”), all of which Lock-Up Agreements will be effective at and as of the First EffectiveTime.

HBA00060935.12

CONFIDENTIAL

WHEREAS, Parent, the Merger Subs and the Company desire to make certain representations, warranties, covenants and agreements,as more fully set forth herein, in connection with the Mergers and the other Transactions.

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefitsto be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged and accepted, the parties hereto hereby agree as follows:

ARTICLE I THE MERGERS

1.1TheMergers.

(a) At the First Effective Time, on the terms and subject to the conditions set forth in this Agreement, a certificate of mergerin substantially the form attached hereto as Exhibit C-1 (the “ First Certificate of Merger ”) and the applicable provisions of DelawareLaw, Merger Sub I shall merge with and into the Company, the separate corporate existence of Merger Sub I shall cease and the Companyshall continue as the surviving corporation and shall become a wholly-owned subsidiary of Parent. The Company, as the survivingcorporation after the First Merger, is hereinafter sometimes referred to as the “ Surviving Corporation .”

(b) At the Second Effective Time, on the terms and subject to the conditions set forth in this Agreement, a certificate ofmerger in substantially the form attached hereto as Exhibit C-2 (the “ Second Certificate of Merger ” and together with the First Certificateof Merger, the “ Certificates of Merger ”) and the applicable provisions of Delaware Law, the Surviving Corporation shall merge with andinto Merger Sub II, the separate corporate existence of the Surviving Corporation shall cease and Merger Sub II shall continue as thesurviving entity and a wholly-owned subsidiary of Parent. Merger Sub II, as the surviving entity after the Second Merger, is hereinaftersometimes referred to as the “ Surviving LLC .”

1.2ClosingandEffectiveTimes.

(a) Closing. Unless this Agreement is validly terminated pursuant to Section 9.1 , the Mergers shall be consummated at aclosing (the “ Closing ”) on a date that is within two (2) Business Days following the satisfaction or waiver (if permissible hereunder) of theconditions set forth in Article VI (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to thesatisfaction or waiver (if permissible hereunder) of those conditions), at the offices of Wilson Sonsini Goodrich & Rosati ProfessionalCorporation, 12235 El Camino Real, San Diego, California 92130, unless another time or place is mutually agreed upon in writing by Parentand the Company. The date upon which the Closing actually occurs shall be referred to herein as the “ Closing Date .”

(b) FirstMergerEffectiveTime. On the Closing Date, the parties hereto shall cause the First Merger to be consummatedby filing the First Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions ofDelaware Law (the time of such filing and acceptance by the Secretary of State of the State of Delaware, or such other later time as may beagreed in writing by Parent and the Company and specified in the First Certificate of Merger, shall be referred to herein as the “ FirstEffective Time ”).

(c) SecondEffectiveTime. As soon as practicable after the First Effective Time, the parties hereto shall cause the SecondMerger to be consummated by filing the Second Certificate of Merger with the Secretary of State of the State of Delaware in accordance withthe relevant provisions of Delaware

2

CONFIDENTIAL

Law (the time of such filing and acceptance by the Secretary of State of the State of Delaware, or such other later time as may be agreed inwriting by Parent and the Company and specified in the Second Certificate of Merger, shall be referred to herein as the “ Second EffectiveTime ”).

1.3EffectoftheMergers.

(a) First Merger . At the First Effective Time, the effect of the First Merger shall be as provided in the applicableprovisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, except asotherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company andMerger Sub I shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub I shall become thedebts, liabilities and duties of the Surviving Corporation.

(b) SecondMerger. At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicableprovisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, except asotherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Merger Sub IIand the Surviving Corporation shall vest in the Surviving LLC, and all debts, liabilities and duties of Merger Sub II and the SurvivingCorporation shall become the debts, liabilities and duties of the Surviving LLC.

1.4OrganizationalDocuments.

(a) FirstMerger. Unless otherwise determined by Parent prior to the First Effective Time, the certificate of incorporationof the Surviving Corporation shall be amended and restated as of the First Effective Time to be identical to the certificate of incorporation ofMerger Sub I as in effect immediately prior to the First Effective Time, until thereafter amended in accordance with Delaware Law and asprovided in such certificate of incorporation; provided, however , that at the First Effective Time, Article I of the certificate of incorporationof the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is FullstackAcademy, Inc.” Unless otherwise determined by Parent prior to the First Effective Time, the bylaws of Merger Sub I as in effect immediatelyprior to the First Effective Time shall be the bylaws of the Surviving Corporation as of the First Effective Time until thereafter amended inaccordance with Delaware Law and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

(b) SecondMerger. Unless otherwise determined by Parent prior to the Second Effective Time, the certificate of formationof Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be the certificate of formation of the Surviving LLC at theSecond Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of formation; provided,however , that at the Second Effective Time, Article I of the certificate of formation of the Surviving LLC shall be amended and restated in itsentirety to read as follows: “The name of the limited liability company is “ Fullstack Academy, LLC” (or any other similar name agreed to byParent and Company). Unless otherwise determined by Parent prior to the Second Effective Time, the limited liability company agreement ofMerger Sub II, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the SurvivingLLC at the Second Effective Time, until such time as such agreement may be replaced, amended or modified by Parent .

3

CONFIDENTIAL

1.5DirectorsandOfficers.

(a) Directors of Surviving Corporation . Unless otherwise determined by Parent prior to the First Effective Time, thedirectors of Merger Sub I immediately prior to the First Effective Time shall be the directors of the Surviving Corporation as of the FirstEffective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of Delaware Law and thecertificate of incorporation and bylaws of the Surviving Corporation until his or her successor is duly elected and qualified.

(b) Officers of Surviving Corporation . Unless otherwise determined by Parent prior to the First Effective Time, theofficers of Merger Sub I immediately prior to the First Effective Time shall be the officers of the Surviving Corporation as of the FirstEffective Time, each to hold office in accordance with the provisions of the bylaws of the Surviving Corporation.

(c) MembersandOfficersoftheSurvivingLLC . Unless otherwise determined by Parent prior to the Second EffectiveTime, Parent shall be the Managing Member (as defined in the limited liability company agreement of the Surviving LLC) of the SurvivingLLC. Unless otherwise determined by Parent prior to the Second Effective Time, the officers of Merger Sub II immediately prior to theSecond Effective Time shall be the officers of the Surviving LLC as of the Second Effective Time, each to hold office in accordance with theprovisions of the limited liability company agreement of the Surviving LLC.

1.6EffectofFirstMergeronCapitalStock,CompanyOptionsandParticipatingCompanyNotesofConstituentCorporations.

(a) MergerSubICapitalStock. At the First Effective Time, by virtue of the First Merger and without further action onthe part of Parent, the Merger Subs, the Company or the respective stockholders or members, as applicable, thereof, each share of capitalstock of Merger Sub I that is issued and outstanding immediately prior to the First Effective Time shall be converted into and become onevalidly issued, fully paid and non-assessable share of Company Common Stock (and the shares of the Company into which the shares ofMerger Sub I capital stock are so converted shall be the only shares of the Company’s capital stock that are issued and outstandingimmediately after the First Effective Time). Each certificate evidencing ownership of shares of Merger Sub I capital stock will evidenceownership of such shares of Company Common Stock.

(b) CompanyCapitalStock.

(i) Generally. At the First Effective Time, by virtue of the First Merger and without further action on the partof Parent, the Merger Subs, the Company or the respective stockholders or members, as applicable, thereof, each share of Company CapitalStock (excluding (A) Cancelled Shares, which shall be treated in the manner set forth in Section 1.6(b)(ii) and (B) Dissenting Shares, whichshall be treated in the manner set forth in Section 1.6(b)(iii) ) issued and outstanding as of immediately prior to the First Effective Time shallbe cancelled and extinguished and shall be converted automatically into the right to receive, upon the terms set forth in this Section 1.6 andthroughout this Agreement (including Section 1.12 and the indemnification and escrow provisions of this Agreement), and subject to theprovisions of Section 1.6(g), Section 1.8(b) , Section 1.8(c) , and Section 1.9(a) and the valid surrender of the certificate representing suchshares of Company Capital Stock in the manner provided in Section 1.8 : (V) a number of duly authorized, validly issued, fully paid and non-assessable shares equal to the Per Share Parent Stock Consideration, (W) the Per Share Cash Consideration, (X) a number of duly authorized,validly issued, fully

4

CONFIDENTIAL

paid and non-assessable shares equal to the Retention Per Share Parent Stock Consideration, (Y) a number of duly authorized, validly issued,fully paid and non-assessable shares equal to the Earnout Per Share Parent Stock Consideration and (Z) cash for any fractional interestspursuant to Section 1.6(f) .

(ii) CancelledShares. At the First Effective Time, by virtue of the First Merger and without further action onthe part of Parent, the Merger Subs, the Company or the respective stockholders or members, as applicable, thereof, each share of CompanyCapital Stock that is issued and outstanding and held by the Company or Parent as of immediately prior to the First Effective Time (“Cancelled Shares ”) shall be cancelled without any consideration paid therefor.

(iii) DissentingShares. Notwithstanding any other provisions of this Agreement to the contrary, any shares ofCompany Capital Stock outstanding immediately prior to the First Effective Time and with respect to which the holder thereof has properlydemanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’sappraisal rights under Delaware Law (collectively, the “ Dissenting Shares ”), shall not be converted into or represent a right to receive theapplicable consideration for Company Capital Stock set forth in Section 1.6(b)(i) , as applicable, but the holder thereof shall only be entitledto such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.6(b)(iii) , if any holder of Dissenting Sharesshall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of thelater of the First Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and representonly the right to receive, upon surrender of the certificate representing such shares, upon the terms set forth in this Section 1.6 and throughoutthis Agreement (including the indemnification and escrow provisions of this Agreement), the consideration for Company Capital Stock setforth in Section 1.6(b)(i) , without interest thereon. The Company shall give (A) Parent prompt notice of any written demand for appraisalreceived by the Company pursuant to the applicable provisions of Delaware Law and (B) the opportunity to participate in all negotiations andproceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent (not to be unreasonablywithheld), make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be madeby the Company to any Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to anyStockholder prior to the Company receiving Parent’s written consent (not to be unreasonably withheld).

(c) IssuedandOutstandingCompanyOptions.

(i) Effective as of the First Effective Time, each Issued and Outstanding Company Option (other than Out-of-the-Money Company Options), whether vested or unvested, that is outstanding as of immediately prior to the First Effective Time, shall becancelled and the holder thereof shall be entitled to receive in full satisfaction of the rights of such holder with respect thereto:

(A) a number of duly authorized, validly issued, fully paid and non-assessable shares of Parent CommonStock equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Issued andOutstanding Company Option as of immediately prior to the First Effective Time (the “ Underlying Company Shares ”) by (ii) (A) the PerShare Parent Stock Consideration less (B) the quotient obtained by dividing (I) the exercise price per Underlying Company Share (the “Option Exercise Price ”) by (II) the Parent Trading Price as of the First Effective Time; provided , however , in no event shall such numberof shares of Parent Common Stock be less than zero (0); provided, further, that the Option Exercise Price shall be reduced by application ofthis Section 1.6(c)(i) by the cash value of the Per Share Parent Stock Consideration (as determined based on the

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Parent Trading Price as of the First Effective Time), with any positive remainder of the Option Exercise Price after such reduction beingreferred to herein as the “ Remaining Exercise Price ”;

(B) a cash payment equal to the product obtained by multiplying (i) the Underlying Company Shares by(ii) the sum of (A) the Per Share Cash Consideration less (B) the Remaining Exercise Price per Underlying Company Share (if any) followingthe application of Section 1.6(c)(i) (the “ Option Closing Payment ”);

(C) a number of duly authorized, validly issued, fully paid and non-assessable shares of Parent CommonStock equal to the product obtained by multiplying (i) the Underlying Company Shares by (ii) the Retention Per Share Parent StockConsideration (such amount, an “ Option Retention Based Payment ”); and

(D) a number of duly authorized, validly issued, fully paid and non-assessable shares of Parent CommonStock equal to the product obtained by multiplying (i) the Underlying Company Shares by (ii) the Earnout Per Share Parent StockConsideration (such amount, an “ Option Earnout Payment ”).

(ii) Promptly after the Closing, Parent shall instruct its transfer agent to issue, and Parent shall cause to be paidto each Optionholder the portion of the Total Consideration issuable and payable in respect thereof pursuant to Section 1.6(c)(i) , less the cashand shares deemed contributed by such Optionholder to the Escrow Fund pursuant to Section 1.8(b), less the cash deemed contributed bysuch Optionholder to the Expense Fund pursuant to Section 1.8(c) , and less the shares which will be issued and held by Parent’s transferagent in a restricted account pursuant to Section 1.9(a) ). With respect to Optionholders who are current or former employees and subject toTax withholding, Option Closing Payments (and any portion of the Total Consideration otherwise payable at Closing in cash to Optionholderson account of Section 1.6(g) ) shall be made by the Company, through payroll and less applicable Tax withholding, no later than theCompany’s first regularly scheduled payroll date after the Closing.

(iii) Effective as of the First Effective Time, each Company Option that is outstanding as of immediately priorto the First Effective Time with an Option Exercise Price equal to or greater than the value of the sum of (I) the Per Share Parent StockConsideration (having a value per share equal to the Parent Trading Price as of the First Effective Time) and (II) the Per Share CashConsideration (the “ Out-of-the-Money Company Options ”) shall be cancelled at the First Effective Time without the payment of anyconsideration therefor.

(iv) NecessaryActions. Prior to the First Effective Time, and subject to the review and reasonable approval ofParent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6(c) with respect to all Issued andOutstanding Company Options, and under the Plan, and any other plan or arrangement of the Company (whether written or oral, formal orinformal) governing the terms of any Issued and Outstanding Company Options, including delivering all required notices and obtaining allnecessary approvals and consents.

(v) Notice. Within ten (10) Business Days following the Agreement Date, the Company shall deliver notice tothe Optionholders, which notice shall be in compliance with the terms of the Plan and each such award of Issued and Outstanding CompanyOption and in a form reasonably satisfactory to Parent, that the Issued and Outstanding Company Options will be treated as set forth in thisSection 1.6(c) . Any materials to be submitted to the Optionholders in connection with the notice required under this Section 1.6(c)(v) shallbe subject to advance review and approval by Parent, which Parent shall

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not unreasonably withhold or delay, provided that the Company considers in good faith any comments or proposed revisions made by Parentthereto.

(vi) No Acceleration . Neither the Board of Directors of the Company nor any committee thereof nor theadministrator of the Plan shall resolve to accelerate the vesting of any Issued and Outstanding Company Options.

(d) ParticipatingCompanyNotes.

(i) Generally. At the First Effective Time, each Participating Company Note issued and outstanding as ofimmediately prior to the First Effective Time shall be cancelled and extinguished and shall be converted automatically into the right toreceive, in respect of each share of Company Common Stock into which the Participating Company Note would have been convertedpursuant to the terms thereof and in accordance with the Mergers (but without the actual issuance of any shares of Company Common Stock),upon the terms set forth in this Section 1.6 and throughout this Agreement (including Section 1.12 and the indemnification and escrowprovisions of this Agreement), and subject to the provisions of Section 1.6(g), Section 1.8(b) , Section 1.8(c) , and Section 1.9(a) : (V) anumber of duly authorized, validly issued, fully paid and non-assessable shares equal to the Per Share Parent Stock Consideration, (W) thePer Share Cash Consideration, (X) a number of duly authorized, validly issued, fully paid and non-assessable shares equal to the RetentionPer Share Parent Stock Consideration, (Y) a number of duly authorized, validly issued, fully paid and non-assessable shares equal to theEarnout Per Share Parent Stock Consideration and (Z) cash for any fractional interests pursuant to Section1.6(e) .

(ii) Promptly after the Closing, Parent shall instruct its transfer agent to issue, and Parent shall cause to be paidto the Participating Company Noteholders the portion of the Total Consideration issuable and payable in respect thereof pursuant to Section1.6(d)(i) , less the cash and shares deemed contributed by such Participating Company Noteholder to the Escrow Fund pursuant to Section1.8(b), less the cash deemed contributed by such Participating Company Noteholder to the Expense Fund pursuant to Section 1.8(c) , and lessthe shares which will be issued and held by Parent’s transfer agent in a restricted account pursuant to Section 1.9(a) ).

(iii) NecessaryActions. Prior to the First Effective Time, and subject to the review and reasonable approval ofParent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6(d) with respect to allParticipating Company Notes, and under the respective terms of the Participating Company Notes, and any other agreement or arrangementof the Company (whether written or oral, formal or informal) governing the terms of any Participating Company Notes, including deliveringall required notices and obtaining all necessary approvals and consents.

(iv) Notice. Within ten (10) Business Days following the Agreement Date, the Company shall deliver notice tothe holders of Company Notes, which notice shall be in compliance with the terms of the Company Notes and in a form reasonablysatisfactory to Parent, that the Company Notes will be treated as set forth in this Section 1.6(d) (as Participating Company Notes) or Section5.9(a) (as Non-Participating Company Notes). Any materials to be submitted to such Noteholders in connection with the notice requiredunder this Section 1.6(d)(iv) shall be subject to advance review and approval by Parent, which Parent shall not unreasonably withhold ordelay, provided that the Company considers in good faith any comments or proposed revisions made by Parent thereto.

(v) For federal and applicable state income Tax purposes, the parties shall treat (i) each Participating CompanyNote as converted into the number of shares of Company Common Stock into which the Participating Company Note is convertible pursuantto the terms thereof (but without the

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actual issuance of any shares of Company Common Stock), and (ii) each share of Company Common Stock deemed issued as cancelled andextinguished in exchange for the right to receive the consideration described in Section 1.6(d)(i) .

(e) PromisedCompanyOptions.

(i) Effective as of the First Effective Time, (x) each vested and unvested Promised Company Option that isoutstanding as of immediately prior to the First Effective Time (other than the Promised Company Options held by the ParticipatingIndividuals set forth on Schedule 1.6(e)(i) ) and (y) each vested Promised Company Option that is outstanding as of immediately prior to theFirst Effective Time with respect to the Promised Company Options held by the Participating Individuals set forth on Schedule 1.6(e)(i) ,shall be cancelled and the intended recipient thereof shall be entitled to receive in full satisfaction of the rights of such intended recipient withrespect thereto:

(A) a cash payment equal to the product obtained by multiplying (x) the Parent Trading Price as of the FirstEffective Time by (y) a number of shares of Parent Common Stock equal to the product obtained by multiplying (i) the aggregate number ofshares of Company Common Stock subject to such Promised Company Option as of immediately prior to the First Effective Time (the “Promised Underlying Company Shares ”) by (ii) (A) the Per Share Parent Stock Consideration less (B) the quotient obtained by dividing (I)the exercise price per Promised Underlying Company Share (the “ Promised Option Exercise Price ”) by (II) the Parent Trading Price as ofthe First Effective Time; provided , however , in no event shall such number of shares of Parent Common Stock be less than zero (0);provided, further, that the Promised Option Exercise Price shall be reduced by application of this Section 1.6(e)(i) by the cash value of thePer Share Parent Stock Consideration (as determined based on the Parent Trading Price as of the First Effective Time), with any positiveremainder of the Promised Option Exercise Price after such reduction being referred to herein as the “ Promised Remaining Exercise Price”;

(B) a cash payment equal to the product obtained by multiplying (i) the Promised Underlying CompanyShares by (ii) the sum of (A) the Per Share Cash Consideration less (B) the Promised Remaining Exercise Price per Promised UnderlyingCompany Share (if any) following the application of Section 1.6(e)(i) (the aggregate cash payment payable under clause (A) and (B), the “Promised Option Closing Payment ”);

(C) a cash payment equal to the product obtained by multiplying (i) the product obtained by multiplying (x)the Promised Underlying Company Shares by (y) the Retention Per Share Parent Stock Consideration, by (ii) the Parent Trading Price as ofthe date Parent instructs its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Payment from therestricted account of the transfer agent to unrestricted accounts of the Holders in accordance with Section 1.9(c)(ii) (such amount, an “Promised Option Retention Based Payment ”); and

(D) a cash payment equal to the product obtained by multiplying (i) the product obtained by multiplying (x)the Promised Underlying Company Shares by (y) Earnout Per Share Parent Stock Consideration, by (ii) the Parent Trading Price as of the datesuch Earnout Per Share Parent Stock Consideration is issuable (such amount, an “ Promised Option Earnout Payment ”).

(ii) Promptly after the Closing, Parent shall cause to be paid to each Participating Individual the portion of theTotal Consideration payable in respect thereof pursuant to Section 1.6(e)(i) , less the cash deemed contributed by such ParticipatingIndividual to the Escrow Fund pursuant to Section 1.8(b) , less the cash deemed contributed by such Participating Individual to the ExpenseFund pursuant to Section 1.8(c) , and less the cash which will be held by Parent pursuant to Section 1.9(a) ). With

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respect to Participating Individuals who are current or former employees and subject to Tax withholding, Promised Option Closing Paymentsshall be made by the Company, through payroll and less applicable Tax withholding, no later than the Company’s first regularly scheduledpayroll date after the Closing.

(f) FractionalInterests. For purposes of calculating the aggregate amount of shares of Parent Common Stock issuable toeach Holder pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) and Section 1.6(d)(i) or deemed contributed by each Holder to the Escrow Fundpursuant to Section 1.8(b) , (x) all shares of Company Capital Stock held by each such Holder shall be aggregated and (y) the number ofshares of Parent Common Stock to be issued to each such Holder in exchange for (1) each Company share certificate held by such Holder(pursuant to Section 1.6(b)(i) or deemed contributed by such Holder to the Escrow Fund pursuant to Section 1.8(b) ), (2) each Issued andOutstanding Company Option held by such Holder (pursuant to Section 1.6(c)(i) or deemed contributed by such Holder to the Escrow Fundpursuant to Section 1.8(b) ), or (3) each Participating Company Note held by such Holder (pursuant to Section 1.6(d)(i) or deemedcontributed by such Holder to the Escrow Fund pursuant to Section 1.8(b) ), shall be rounded down to the nearest whole number of shares ofParent Common Stock. No fraction of a share of Parent Common Stock will be issued by virtue of the First Merger. Any Holder who wouldotherwise be entitled to receive a fraction of a share of Parent Common Stock, shall receive an amount of cash equal to the product obtainedby multiplying (A) such fraction by (B) the Parent Trading Price as of the First Effective Time, rounded down to the nearest whole cent.

(g) UnaccreditedInvestors. Notwithstanding anything to the contrary in this Section 1.6 or otherwise in this Agreement,in no event shall Parent be required to issue any shares of Parent Common Stock to any Person (i) that does not provide duly completed andexecuted Investor Suitability Documentation or (ii) that Parent has determined prior to the Closing, in its sole discretion, is an UnaccreditedInvestor. To the extent such Investor Suitability Documentation is not provided or Parent has made such determination regardingUnaccredited Investor status, Parent shall inform the Company of such determination prior to the Closing and the Company shall indicate onthe Spreadsheet that such Person has not provided the Investor Suitability Documentation or is an Unaccredited Investor. To the extent anysuch Person would otherwise have been entitled to be issued shares of Parent Common Stock as consideration or otherwise under thisAgreement or any Related Agreement in connection with the Transactions, including without limitation any Per Share Parent StockConsideration, Retention Per Share Parent Stock Consideration and/or Earnout Per Share Parent Stock Consideration issuable pursuant toSection 1.6(b)(i) , Section 1.6(c)(i) or Section 1.6(d)(i) , Parent shall be entitled, in its sole discretion, to pay such amounts in cash, ratherthan issuing shares of Parent Common Stock, with the amount of cash payable equal to the value of the shares of Parent Common Stock(having a value per share equal to (x) with respect to the Per Share Parent Stock Consideration, the Parent Trading Price as of the FirstEffective Time, (y) with respect to the Retention Per Share Parent Stock Consideration, the Parent Trading Price as of the date Parentinstructs its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Payment from the restrictedaccount of the transfer agent to unrestricted accounts of the Holders in accordance with Section 1.9(c)(ii) , and (z) with respect to the EarnoutPer Share Parent Stock Consideration, the Parent Trading Price as of the date such Earnout Per Share Parent Stock Consideration is issuable)that would have otherwise been issuable had such Person provided the Investor Suitability Documentation and been determined to be anAccredited Investor (a “ Cash-Out Election ”). In connection with (A) payments to be made with respect to Promised Company Options and(B) any Cash-Out Election, with respect solely to the portion of the Total Consideration that is payable and issuable at Closing (excluding theParent Common Stock issued by Parent’s transfer agent into a restricted account pursuant to S ection 1.9(a) ), any such amounts paid in cashthat would otherwise be in shares of Parent Common Stock (1) if all Promised Company Options were treated as Issued and OutstandingCompany Options and (2) no Cash-Out Election was made, shall be deducted on a pro rata basis from the amount of cash considerationpayable to all other Holders and such other Holders shall be paid instead in a number of

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shares of Parent Common Stock of equivalent value to such deducted amounts with each share valued at the Parent Trading Price as of theFirst Effective Time, and the allocation of cash and shares of Parent Common Stock to be withheld and contributed to the Escrow Amountshall be correspondingly adjusted. For avoidance of doubt, in no event shall the adjustment contemplated by this Section 1.6(g) result ineither an increase or decrease in the aggregate Total Consideration.

(h) Transfer Restrictions . The shares of Parent Common Stock issued and outstanding immediately prior to the FirstEffective Time to which Holders are entitled to receive in the Mergers shall be subject to restrictions on transfer set forth in this Agreement,the Lock-Up Agreements and the Joinder Agreements. Notwithstanding the foregoing, in the event of a Disposition, the shares of ParentCommon Stock issued to Holders hereunder shall not be subject to the terms of the Lock-Up Agreements; provided , however , that shares ofParent Common Stock issued to Holders at Closing (excluding the Parent Common Stock issued by Parent’s transfer agent into a restrictedaccount pursuant to S ection 1.9(a) ) shall remain subject to the terms of the Lock-Up Agreements in the event of a qualifying Dispositionunder subclause (i) of the definition of “Disposition” in Annex A hereto, in which, pursuant to the terms of the definitive agreementgoverning such Disposition, such shares of Parent Common Stock are cancelled in exchange for the right of the holder of such shares toreceive shares of capital stock that are eligible to be sold on any national securities exchange.

1.7EffectofSecondMergeronCapitalStockofConstituentEntities. At the Second Effective Time, by virtue of the SecondMerger and without any action on the part of Parent, the Surviving Corporation, Merger Sub II, the Company or the respective stockholdersor members, as applicable, thereof, (a) each share of capital stock of the Surviving Corporation that is issued and outstanding immediatelyprior to the Second Effective Time shall, by virtue of the Second Merger and without further action on the part of the sole stockholder of theSurviving Corporation, be cancelled and extinguished for no consideration (b) all membership interests of Merger Sub II that are issued andoutstanding immediately prior to the Second Effective Time shall, by virtue of the Second Merger and without further action on the part ofthe sole member of Merger Sub II, remain the issued and outstanding membership interests of the Surviving LLC.

1.8PaymentofTotalConsiderationforCompanyCapitalStock.

(a) Exchange Agent . Wilmington Trust, N.A., or another Person selected by Parent and reasonably acceptable to theCompany, shall serve as the exchange and paying agent (the “ Exchange Agent ”) for the First Merger.

(b) EscrowAmount.

(i) On the Closing Date, Parent shall transfer or cause to transfer a number of shares of Parent Common Stockand cash equal to the Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (the “ Escrow Fund ”) under the terms of thisAgreement and the Escrow Agreement. Upon deposit of the Escrow Amount with the Escrow Agent in accordance with the foregoingsentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Escrow Amount from theamounts that otherwise would be payable and issuable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) , and contributed on behalf of such Indemnifying Party its Pro Rata Portion of theEscrow Amount to the Escrow Fund; provided for the avoidance of doubt, (A) with respect to (x) the Participating Individuals and (y) anyother Indemnifying Parties that Parent has deemed Unaccredited Investors pursuant to Section 1.6(g) , such amounts shall have been deemedwithheld solely in cash and deposited into the Escrow Fund solely as cash and (B) with respect to all other Indemnifying Parties, suchamounts shall have been deemed withheld

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in the same proportion that shares of Parent Common Stock (having a per share value equal to the Parent Trading Price as of the FirstEffective Time) and cash comprise the Total Consideration issuable and payable to such Indemnifying Party pursuant to Section 1.6(b)(i) ,Section 1.6(c)(i) and Section 1.6(d)(i) and contributed to the Escrow Fund as cash and Escrow Shares, respectively (excluding the ParentCommon Stock issued by Parent’s transfer agent into a restricted account pursuant to S ection 1.9(a) ). If any Earnout Consideration becomesissuable or payable (including payable after giving effect to Section 1.6(g) ) pursuant to Section 1.10 prior to the Expiration Date, an amountequal to twelve and one-half percent (12.5%) of such Earnout Consideration that is issuable or payable to Indemnifying Parties pursuant toSection 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) shall not be issued or paid to such Indemnifying Parties and shallinstead be deposited with the Escrow Agent in the Escrow Fund, which amount shall be held by the Escrow Agent pursuant to the EscrowAgreement. If Parent authorizes its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Paymentout of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) prior to the Expiration Date, an amount equal to twelve and one-half percent (12.5%) of the Indemnifying Parties’ aggregate Pro Rata Portions of the Retention Based Payment shall not be transferred or paid(including paid after giving effect to Section 1.6(g) ) to the Indemnifying Parties and shall instead be deposited with the Escrow Agent in theEscrow Fund, which amount shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement.

(ii) Until and to the extent there is a forfeiture of the Escrow Shares in connection with any indemnifiableLosses in accordance with the terms of this Agreement, the Escrow Shares shall be issued and outstanding stock of Parent. The IndemnifyingParties deemed to have contributed Escrow Shares to the Escrow Fund shall be entitled to exercise the voting rights of the shares of ParentCommon Stock transferred to the Escrow Fund and to receive dividends (if declared) with respect to such shares (other than non-taxablestock dividends, which shall be included as part of the Escrow Fund).

(iii) The parties agree that, consistent with Proposed Treasury Regulation Section 1.468B-8 (as applicable), forTax reporting purposes, all interest or other income earned from the investment of the cash portion of the Escrow Amount in any Taxableyear shall be reported as allocated to Parent until the distribution of the Escrow Amount (or portions thereof) is determined, and the EscrowAgent will annually file information returns (including Internal Revenue Service Form 1099) consistent with such treatment.

(c) ExpenseFund. On the Closing Date, Parent shall deposit $250,000 (the “ Expense Fund Amount ”) of the Total CashConsideration otherwise payable to the Indemnifying Parties pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section1.6(e)(i) into a segregated client account (the “ Expense Fund ”) designated by the Representative in a written notice delivered to Parent atleast five (5) days prior to the Closing Date. Upon deposit of the Expense Fund with the Representative in accordance with the foregoingsentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Expense Fund from the cash thatotherwise would be payable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) ,Section 1.6(d)(i) and Section 1.6(e)(i) , and contributed on behalf of such Indemnifying Party its Pro Rata Portion of the Expense Fund to theRepresentative. The Expense Fund is established solely to be used by the Representative to pay any fees, costs or other RepresentativeExpenses it may incur in performing its duties or exercising its rights under this Agreement, any agreement ancillary hereto or theRepresentative Engagement Agreement. The Indemnifying Parties will not receive any interest or earnings on the Expense Fund andirrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings.The Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal ofthe Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agentor in any similar capacity in

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connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Representative will hold these fundsseparate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarilymake these funds available to its creditors in the event of bankruptcy. Subject to Advisory Group approval, the Representative may contributefunds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties. Contemporaneous with or as soon aspracticable following the completion of the Representative’s duties, the Representative will deliver the balance of the Expense Fund to theExchange Agent for further distribution to the Indemnifying Parties. For Tax purposes, the Expense Fund will be treated as having beenreceived and voluntarily set aside by each Indemnifying Party at the time of Closing.

(d) ExchangeProcedures. As soon as reasonably practicable after the Closing Date, Parent or the Exchange Agent shalldeliver a letter of transmittal in substantially the form attached hereto as Exhibit D at the address, or to the email address, as applicable, setforth opposite each such Stockholder’s name on the Spreadsheet. After delivery to the Exchange Agent of a letter of transmittal and any otherdocuments (including applicable tax forms) that Parent or the Exchange Agent may reasonably require in connection therewith (the “Exchange Documents ”), duly completed and validly executed in accordance with the instructions thereto (upon which, the certificate(s)representing shares of Company Capital Stock (the “ Company Stock Certificates ”) referenced therein shall be deemed surrendered andcancelled), Parent shall instruct its transfer agent to issue and the Exchange Agent to pay to the holder of such Company Stock Certificate theportion of the Total Consideration issuable and payable in respect thereto pursuant to Section 1.6(b)(i) (less the cash and shares deemedcontributed by such Stockholder to the Escrow Fund pursuant to Section 1.8(b), less the cash deemed contributed by such Stockholder to theExpense Fund pursuant to Section 1.8(c) , and less the shares which will be issued and held by Parent’s transfer agent in a restricted accountpursuant to Section 1.9(a) ) and the Company Stock Certificate so deemed surrendered shall be cancelled. Until so deemed surrendered, eachCompany Stock Certificate outstanding after the First Effective Time will be deemed, for all corporate purposes thereafter, to evidence onlythe right to receive that portion of the Total Consideration (without interest) issuable and payable in exchange for the Company Capital Stockrepresented by such Company Stock Certificate. No portion of the Total Consideration will be paid to the holder of any unsurrenderedCompany Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of suchCompany Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant hereto.

(e) Lost,StolenorDestroyedCertificates . In the event any Company Stock Certificate shall have been lost, stolen ordestroyed, the Exchange Agent or Parent shall pay and/or issue, in exchange for such lost, stolen or destroyed certificate, the portion of theTotal Consideration, if any, payable and/or issuable in respect thereto pursuant to Section 1.6(b) upon the making of an affidavit of that factby the holder thereof; provided , however , that Parent may, in its discretion, or as required by the Exchange Agent, and as a conditionprecedent to the issuance thereof, require the Stockholder who is the owner of such lost, stolen or destroyed certificates to either (i) deliver abond in such amount as it may reasonably direct or (ii) provide an indemnification agreement in form and substance acceptable to Parentagainst any claim that may be made against Parent, the Surviving Corporation or the Exchange Agent with respect to the certificates allegedto have been lost, stolen or destroyed.

(f) TransfersofOwnership. If any shares of Parent Common Stock and/or cash are to be issued and/or paid pursuant toSection 1.6 and this Section 1.8 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered inexchange therefor, it will be a condition of the issuance or payment thereof that the certificate so surrendered will be properly endorsed andotherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it anytransfer or other Taxes required by reason of the payment of any portion of the

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Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction ofParent or any agent designated by it that such Tax has been paid or is not payable.

(g) SharesofParentCommonStock. The shares of Parent Common Stock issued by Parent to the Holders pursuant toSection 1.6(b)(i) , Section 1.6(c)(i) and Section 1.6(d)(i) and this Section 1.8 shall be placed in a restrictive class bearing the followingrestrictive legend:

“THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”),OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,OR FOR THE BENEFIT OF, U.S. PERSONS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TOTHE SHARES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCHREGISTRATION UNDER THE ACT. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSELREASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISECOMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITYAND RESALE, INCLUDING A LOCK-UP PERIOD, AS SET FORTH IN AN AGREEMENT, COPIES OF WHICH MAY BEOBTAINED FROM THE PRINCIPAL OFFICE OF THE COMPANY.”

Parent agrees that it shall cause the above-mentioned restrictive legend (or the applicable paragraph thereof) to be removed from anyshares of Parent Common Stock issued in the First Merger at such time as such shares are (i) registered under the Securities Act or otherwisequalify for exemption and/or (ii) no longer subject to the terms of the Lock-Up Agreements.

(h) No Further Ownership Rights in Company Capital Stock . The stock amounts and cash paid in respect of thesurrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be in full satisfaction ofall rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of theSurviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the First Effective Time. If, after theFirst Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled andexchanged as provided in this Article I .

(i) No Liability . Notwithstanding anything to the contrary in this Agreement, none of Parent, the Merger Subs, theExchange Agent, the Surviving Corporation, the Representative or any party hereto shall be liable to a Stockholder for any amount paid to apublic official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

1.9RetentionBasedPayment.

(a) On the Closing Date, Parent shall deposit in a restricted account of the transfer agent of Parent a number of shares ofParent Common Stock equal to the Retention Based Payment (less the amount of cash payable to (i) Participating Individuals and (ii)Unaccredited Investors after giving effect to Section 1.6(g) , which amount shall be payable to such Participating Individuals andUnaccredited Investors pursuant to Section 1.9(c)(ii) ).

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(b) Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(i) “ Cause ” shall mean (i) any act of material personal dishonesty taken by the Specified Employee inconnection with the Specified Employee’s responsibilities as an employee of Parent or any of its Subsidiaries (including the Surviving LLC)that benefits the Specified Employee at the expense of Parent or the Subsidiary, (ii) the Specified Employee’s conviction of, or plea of nolocontendere to, a felony, (iii) the Specified Employee’s gross misconduct in the course of performing Specified Employee’s duties for Parentor any Subsidiary, (iv) the Specified Employee’s material breach of any confidentiality agreement, invention assignment agreement or anyother agreement between the Specified Employee and Parent or any of its Subsidiaries (including the Surviving LLC), and, solely to theextent such breach is capable of cure, after written notice thereof from Parent or any of its Subsidiaries (including the Surviving LLC), asapplicable, describing such breach and the Specified Employee’s failure to cure such breach within thirty (30) days after such notice, or (v)the Specified Employee’s material failure to perform his or her employment duties (except by reason of Disability) to the reasonablesatisfaction of Parent or any of its Subsidiaries after the Specified Employee has received a written demand of performance from Parent orany of its Subsidiaries (including the Surviving LLC), as applicable, which sets forth the factual basis for Parent’s or any of its Subsidiaries’(including the Surviving LLC) belief that the Specified Employee has not performed his or her duties, and the Specified Employee fails tocure such non-performance to Parent’s or any of its Subsidiaries’ (including the Surviving LLC) reasonable satisfaction within thirty (30)days after receiving such notice.

(ii) “ Disability ” shall mean that a Specified Employee, at the time notice is given, has been unable tosubstantially perform Specified Employee’s job duties for Parent or any of its Subsidiaries for not less than one-hundred and twenty (120)work days within a twelve (12) consecutive month period as a result of the Specified Employee’s incapacity due to a physical or mentalcondition and, if reasonable accommodation is required by law, after any reasonable accommodation.

(iii) “ Good Reason ” shall mean a Specified Employee’s resignation within thirty (30) days following theexpiration of any cure period (discussed below) following (i) a failure to pay after written notice thereof from the Specified Employee andParent’s or the applicable Subsidiary’s failure to pay within 5 Business Days after receipt of such notice, or a reduction of greater than 10%of, Specified Employee’s base salary, without Specified Employee’s express written consent; (ii) Parent’s or any of its Subsidiary’s(including the Surviving LLC), as applicable, material breach of any written agreement between Specified Employee and Parent or any of itsSubsidiaries, as applicable, and, solely to the extent such breach is capable of cure, after written notice thereof from Specified Employeedescribing such breach and Parent’s or the applicable Subsidiary’s failure to cure such breach within thirty (30) days after such notice; or (iii)without Specified Employee’s express written consent, the relocation of Specified Employee’s primary place of employment by more thanfifty (50) miles from its location as of the date of such relocation. Specified Employee will not resign for Good Reason without first providingParent with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existenceof the grounds for “Good Reason” and, solely to the extent such acts or omissions are capable of cure, a reasonable cure period of not lessthan 5 Business Days, in the case of any failure to pay, or thirty (30) days, in all other cases, in each case, following the date of such notice.

(iv) “ Retention Period ” shall mean a period of time that commences at 12:01 AM Pacific Time on the datethat is one day after the Closing Date and ends at 11:59 PM Pacific Time on the one year anniversary of the Closing Date (the “ RetentionPeriod Expiration Date ”).

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(v) “ Retention Per Share Parent Stock Consideration ” shall mean a number of shares of Parent CommonStock equal to the quotient obtained by dividing (x) the Retention Based Payment by (y) the Total Outstanding Shares.

(vi) “ Retention Based Payment ” shall mean One Million Two Hundred and Fifty Thousand (1,250,000)shares of Parent Common Stock.

(c) RetentionBasedRestrictionRelease.

(i) Parent shall instruct its transfer agent to release from restriction the shares of Parent Common Stockcomprising the Retention Based Payment if:

(A) each Specified Employee is an employee of Parent or any of its Subsidiaries (including the SurvivingLLC) for the entire Retention Period, provided , however , that a Specified Employee shall be deemed to be an employee of Parent or any ofits Subsidiaries (including the Surviving LLC) for the entire Retention Period if such Specified Employee (1) resigns during the RetentionPeriod for Good Reason or (2) is terminated by Parent or any of its Subsidiaries (including the Surviving LLC) without Cause (the “Employment Achievement ”); or

(B) there has occurred a Disposition prior to the Retention Period Expiration Date.

(ii) (A) Promptly following the first Business Day after the Retention Period Expiration Date if there has beenan Employment Achievement or (B) on the date of the consummation of the Disposition, Parent shall (1) deliver a written instruction to itstransfer agent, copying the Representative, authorizing its transfer agent to transfer the shares of Parent Common Stock comprising theRetention Based Payment from the restricted account of the transfer agent to unrestricted accounts of the Holders based on such Holders’ ProRata Portions, and (2) deposit cash with the Exchange Agent in respect of Holders that will receive cash in lieu of shares of Parent CommonStock in respect of the Retention Based Payment in accordance with Section 1.6(e)(i)(C) and Section 1.6(g) , which amounts in clauses (1)and (2) may be reduced pursuant to Section 1.8(b)(i) .

(iii) For the avoidance of doubt, in the event of a Disposition, the shares of Parent Common Stock transferredfrom Parent’s restricted account to unrestricted accounts of the Holders in accordance with Section 1.9(c)(ii) shall not be subject to the termsof the Lock-Up Agreement.

(iv) If, as of the Retention Period Expiration Date, there has not been an Employment Achievement or aDisposition, Parent shall deliver, promptly following the first Business Day after the Retention Period Expiration Date, a written instruction toits transfer agent, copying the Representative, authorizing the transfer agent to transfer the shares of Parent Common Stock comprising theRetention Based Payment to Parent.

(v) Parent shall reasonably cooperate with the Representative to process and pay (if necessary as a result of theapplication of Section 1.6(g) ) through Parent’s or its Subsidiaries’ (including the Surviving LLC’s) payroll system, any portion of theRetention Based Payment that constitutes an Option Retention Based Payment or Promised Option Retention Based Payment to Holders whoare current or former employees and subject to Tax withholding.

1.10Earnout.

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(a) Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(i) “ Business Revenue ” shall mean the revenue for the Company Business as determined by GAAP.

(ii) “ Company Business ” shall mean the business of the Company and its Subsidiaries as operatedimmediately prior to the First Effective Time, taking into account the organic growth of the Company Business without any change in thebusiness plan.

(iii) “ Earnout Consideration ” shall mean the Revenue Based Payment or the University Contract BasedPayment, as applicable.

(iv) “ New University Contracts ” shall mean any written agreement or contract entered into by the Companyor any of its Subsidiaries, on the one hand, and an institution of higher education or an Affiliate or contracted third party procurement orservices organization thereof (a “ University ”), on the other hand, which agreement or contract provides for the Company or such Subsidiaryto create and operate a bootcamp for such University on economic terms that are commercially reasonable to the Surviving LLC and/orParent.

(v) “ Revenue Based Payment ” shall have the following meaning:

(A) If the Business Revenue during the Revenue Period is less than the Revenue Based Payment Threshold,then the “Revenue Based Payment” shall mean a number of shares of Parent Common Stock equal to zero (0).

(B) If the Business Revenue during the Revenue Period is equal to or greater than the Revenue BasedPayment Threshold but less than the Revenue Based Payment Target, then the “Revenue Based Payment” shall mean a number of shares ofParent Common Stock equal to the sum of (1) 250,000, plus (2) the product obtained by multiplying (x) a fraction (I) the numerator of whichis the sum of (a) the Business Revenue during the Revenue Period minus (b) the Revenue Based Payment Threshold and (II) the denominatorof which is 10,000,000 and (y) 250,000.

(C) If the Business Revenue during the Revenue Period is equal to or greater than the Revenue BasedPayment Target, then the “Revenue Based Payment” shall mean 500,000 shares of Parent Common Stock.

(vi) “ Revenue Period ” shall mean a period of time that commences at 12:01 AM Pacific Time on January 1,2020 and ends at 11:59 PM Pacific Time on December 31, 2020.

(vii) “ Revenue Based Payment Target ” shall mean $ [***] .

(viii) “ Revenue Based Payment Threshold ” shall mean $ [***] .

(ix) “ University Contract Based Payment ” shall have the following meaning:

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(A) If the New University Contracts during the University Contract Period is less than the UniversityContract Based Payment Threshold, then the “University Contract Based Payment” shall mean a number of shares of Parent Common Stockequal to zero (0).

(B) If the New University Contracts during the University Contract Period is equal to or greater than theUniversity Contract Based Payment Threshold but less than the University Contract Based Payment Target, then the “University ContractBased Payment” shall mean a number of shares of Parent Common Stock equal to the sum of (1) 250,000, plus (2) the product obtained bymultiplying (x) a fraction (I) the numerator of which is the sum of (a) the New University Contracts during the University Contract Periodminus (b) the University Contract Based Payment Threshold and (II) the denominator of which is 4 and (y) 250,000.

(C) If the New University Contracts during the University Contract Period is equal to or greater than theUniversity Contract Based Payment Target, then the “University Contract Based Payment” shall mean 500,000 shares of Parent CommonStock.

(x) “ University Contract Based Payment Target ” shall mean eight (8).

(xi) “ University Contract Based Payment Threshold ” shall mean four (4).

(xii) “ University Contract Period ” shall mean a period of time that commences at 12:01 AM Pacific Time onFebruary 4, 2019 and ends at 11:59 PM Pacific Time on December 31, 2020.

(b) DeterminationofEarnoutConsideration.

(i) Calculations.

(A) Revenue Based Payment . No later than seventy-five (75) days after the last day of the RevenuePeriod, Parent shall prepare and deliver to the Representative a written statement (the “ Revenue Based Payment Calculation Statement ”)setting forth in reasonable detail Parent’s determination of Business Revenue for the Revenue Period and Parent’s calculation of the RevenueBased Payment.

(B) University Contract Based Payment . No later than 15 days after the last day of the UniversityContract Period, Parent shall prepare and deliver to the Representative a written statement (the “ University Contract Based PaymentCalculation Statement ”, and together with the Revenue Based Payment Calculation Statement, the “ Earnout Calculation Statements ”)setting forth in reasonable detail Parent’s determination of the New University Contracts for the University Contract Period and Parent’scalculation of the University Contract Based Payment.

(ii) If the Representative disputes Parent’s determinations or calculations in an Earnout Calculation Statement,the Representative shall notify Parent in writing by 5:00 PM Pacific Time on the 30th day following the receipt of such Earnout CalculationStatement of such dispute (such date, with respect to such Earnout Calculation Statement, the “ Earnout Dispute Deadline ” and such notice,the “ Earnout Dispute Notice ”), which Earnout Dispute Notice shall provide a reasonably detailed description of such dispute, including theRepresentative’s calculation of the applicable Earnout Consideration. Prior to the Earnout Dispute Deadline, Parent shall allow theRepresentative reasonable access during normal business hours to such books, records, work papers, employees and accountants of Parentand the Surviving LLC used in or who have information used in calculating the amounts set forth in the applicable Earnout

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Calculation Statement to the extent reasonably necessary to determine the accuracy of the applicable Earnout Calculation Statement. If theRepresentative does not deliver an Earnout Dispute Notice on or before the Earnout Dispute Deadline with respect to such EarnoutCalculation Statement, then Parent’s calculation of the applicable Earnout Consideration in the applicable Earnout Calculation Statement shallbe deemed conclusive, final and binding on the parties hereto and the Representative will not be permitted to dispute such determination.

(iii)

(A) If the Representative timely delivers an Earnout Dispute Notice with respect to a Revenue BasedPayment Calculation Statement, and Parent and the Representative are unable to mutually agree on the amount of the Revenue BasedPayment within 30 days following receipt by Parent of the Earnout Dispute Notice, then the determination of the Revenue Based Paymentwill be settled pursuant to the dispute resolution process set forth in Section 1.10(c) .

(B) If the Representative timely delivers an Earnout Dispute Notice with respect to a University ContractBased Payment Calculation Statement, and Parent and the Representative are unable to mutually agree on the amount of the UniversityContract Based Payment within 30 days following receipt by Parent of the Earnout Dispute Notice, then the determination of the UniversityContract Based Payment will be settled in accordance with Section 10.13 .

(c) Arbitration. Either Parent or the Representative may submit, within ten (10) Business Days of the end of such (30)-dayperiod, any dispute described in Section 1.10(b)(iii)(A) to an independent accounting firm of international reputation reasonably acceptableto the Representative (on behalf of the Indemnifying Parties) and Parent (the “ Accounting Arbitrator ”) for final binding written resolution.Parent and the Representative shall each provide the Accounting Arbitrator with their respective determinations of the Revenue BasedPayment and all supporting documentation in connection therewith. Parent and the Representative shall use reasonable efforts to cause theAccounting Arbitrator to make the final determination of the Retention Based Payment in accordance with the terms of this Agreement withinthirty (30) days after the initial submission of the dispute to the Accounting Arbitrator. The Accounting Arbitrator shall make an independentdetermination of the Revenue Based Payment that, assuming compliance with the previous clause, shall be final and binding on theIndemnifying Parties and Parent if such independent determination of Revenue Based Payment shall be within the range proposed by Parentand the Representative, and shall not be subject to dispute, appeal, Action or challenge for any reason. If the Accounting Arbitrator’sindependent determination of the Revenue Based Payment is outside the range proposed by Parent and the Representative, then the applicableRetention Based Payment proposed by Parent or the Representative that was closer to that of the Accounting Arbitrator shall be final andbinding on the Holders and Parent. The Accounting Arbitrator shall be instructed to resolve the dispute based solely on presentations andsupporting material provided by Parent and the Representative and not pursuant to any independent review or investigation. The fees, costsand expenses of the Accounting Arbitrator shall be borne by the Representative (on behalf of the Indemnifying Parties out of the ExpenseFund) and Parent in inverse proportion as they may prevail on the matters resolved by the Accounting Arbitrator, which proportionateallocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined bythe Accounting Arbitrator at the time the determination is rendered on the merits of the matters submitted. The Revenue Based Payment, aftergiving effect to the resolution of the disputed items by the Accounting Arbitrator, shall be deemed to be final and binding for purposes of thisSection 1.10(c) .

(d) DistributionofEarnoutConsideration.

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(i) Following the Revenue Period and the final determination of the Revenue Based Payment pursuant to thisSection 1.10 , subject to the other terms and conditions of this Agreement, including Section 1.10(c) , Parent shall, on the later of (x) April 1,2021 or (y) the date no later than five (5) days after such final determination following the Revenue Period, cause its transfer agent to issue tothe Holders shares of Parent Common Stock (or cause the Exchange Agent to pay cash to the applicable Holders pursuant to Section 1.6(e)(i)or after giving effect to Section 1.6(g) ) in accordance with Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) in anamount equal to the Revenue Based Payment, as such amount may be reduced pursuant to Sections 1.10(j) and 8.6 .

(ii) Following the University Contract Period and the final determination of the University Contract BasedPayment pursuant to this Section 1.10 , subject to the other terms and conditions of this Agreement, Parent shall, within five (5) days of suchfinal determination following the University Contract Period, cause its transfer agent to issue to the Holders shares of Parent Common Stock(or cause the Exchange Agent to pay cash to the applicable Holders pursuant to Section 1.6(e)(i) or after giving effect to Section 1.6(g) ) inaccordance with Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) in an amount equal to the University ContractBased Payment, as such amount may be reduced pursuant to Sections 1.10(j) and 8.6 .

(iii) Each applicable Earnout Consideration issuable pursuant to Section 1.10(d) shall be allocated to theHolders under Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) based on their respective Pro Rata Portions as ofimmediately prior to the First Effective Time.

(iv) Parent shall reasonably cooperate with the Representative to process and pay (if necessary as a result of theapplication of Section 1.6(g) ) through Parent’s or its Subsidiaries’ (including the Surviving LLC’s) payroll system, any portion of theapplicable Earnout Consideration that constitutes an Option Earnout Payment or Promised Option Earnout Payment payable to Holders whoare current or former employees and subject to Tax withholding.

(v) In the event an Earnout Consideration becomes issuable or payable under this Agreement, each Holder shallpromptly provide any information reasonably requested by Parent, the Exchange Agent or the Representative in order to effect the issuance orpayment of the applicable Earnout Consideration hereunder, and the Representative shall, upon receiving such information from eachapplicable Holder, promptly provide such information to Parent and/or the Exchange Agent.

(e) Each Earnout Consideration is speculative and is subject to numerous factors outside the control of Parent. There is noassurance that any Earnout Consideration will be issuable or payable under this Agreement and Parent has not promised nor projected anyEarnout Consideration. Parent owes no fiduciary duty to any other Party to this Agreement. The Parties intend solely that the expressprovisions of this Agreement govern their contractual relationship with respect to each applicable Earnout Consideration.

(f) Subject to Parent’s obligations set forth in Section 1.10(h) below, neither Parent nor any of its Affiliates shall berequired to (1) preserve or expand the present or any future relationships of the Surviving LLC with customers, distributors, suppliers andother Persons with which the Surviving LLC, the Company, Parent or any of Parent’s Affiliates has business relations, (2) preserve or expandthe business organization of the Surviving LLC, or keep available the services of any employees, consultants or independent contractors ofthe Surviving LLC or Parent, (3) develop, improve or upgrade the products and/or services offered by the Company Business, (4) pursue anyparticular business opportunity in connection with the Surviving LLC or the Company Business, regardless of whether such opportunity wasidentified before or is identified after the Closing, (5) maintain or change the prices or discounts offered by the Company

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or the Surviving LLC in connection with the Company Business, or (6) develop or pursue any opportunities for synergies or economies ofscale or integrate the Surviving LLC with any Affiliate or other business of Parent or its Affiliates. For purposes of Section 1.10 , the Partiesacknowledge that Parent, as the ultimate owner of the Surviving LLC after Closing, has the power to direct the management, strategy andbusiness decisions of the Surviving LLC (including, without limitation, whether to enter into, and the terms and conditions of, any NewUniversity Contract).

(g) The rights to receive any Earnout Consideration (1) are solely a contractual right and are not a security for purposes ofany securities laws, and confer only the rights of a general unsecured creditor under applicable Legal Requirements; (2) do not constitute aninvestment or ownership interest in Parent or any of its Affiliates; (3) are an integral part of the consideration for the Mergers; (4) are notrepresented by any form of certificate or instrument; (5) do not give any rights to any dividend, voting or other rights as a securityholder ofParent or any of its Affiliates; (6) do not bear interest; (7) are not redeemable; and (8) may not be sold, assigned, pledged, gifted, conveyed orotherwise transferred (a “ Transfer ”), except by operation of law or pursuant to the laws of descent and distribution, divorce or communityproperty or to any trust or other entity for the benefit of any such family member of such former holder of Company Capital Stock, providedthat any such transferee shall agree in writing with Parent, as a condition precedent to such transfer, to be bound by all of the provisions ofthis Agreement relating to the Earnout Consideration (with any Transfer in violation of this Section 1.10(g) being null and void). As usedherein, the word “family” shall include any spouse, lineal ancestor or descendent, brother or sister of a Person; any lineal ancestor ordescendent, brother or sister of such Person’s spouse; any spouse of any lineal ancestor or descendent, brother or sister of such Person or suchPerson’s spouse; or any lineal ancestor or descendent of any brother or sister of such Person or such Person’s spouse.

(h) Notwithstanding the foregoing, Parent agrees that Parent and its Subsidiaries (including the Surviving LLC and itsSubsidiaries) shall act in good faith and use commercially reasonable efforts to achieve each Earnout Consideration in full, including byallocating commercially reasonable resources to the Surviving LLC. For the purposes of this Section 1.10(h) only, “commercially reasonableefforts” shall mean the efforts that Parent or a similarly sized company would utilize for a business with similar commercial potential as theCompany Business. Parent shall not, and shall not authorize or permit its Affiliates (including the Surviving LLC and its Subsidiaries) to, takeany action or omit to take any action with the primary intent of avoiding the issuance of or reducing the amount of any EarnoutConsideration. Parent agrees to maintain separate accounting books and records for the Company to the extent necessary to determine theEarnout Consideration.

(i) Notwithstanding any provision of this Section 1.10 to the contrary, in the event that (1) a Disposition occurs prior to theend of the Revenue Period and/or the University Contract Period, as applicable, the maximum amounts of the Revenue Based Payment and/orUniversity Contract Based Payment (solely to the extent such applicable Earnout Consideration has not previously been issued) shallautomatically be deemed achieved, and Parent shall cause its transfer agent to issue, prior to the consummation of such Disposition, to theHolders an amount equal to such applicable Earnout Consideration, as such amounts may be reduced pursuant to Sections 1.8(b)(i) , 1.10(j)and 8.6 (if applicable); or (2) Parent shall have materially breached any of its obligations under Section 1.10(h) and, solely to the extent suchbreach is capable of cure, not cured such breach within 30 days of written notice by the Representative of such breach, the maximum amountsof the Revenue Based Payment and/or University Contract Based Payment (solely to the extent such applicable Earnout Consideration has notpreviously been issued) shall automatically be deemed achieved, and Parent shall cause its transfer agent to promptly issue to the Holders anamount equal to the applicable Earnout Consideration, as such amounts may be reduced pursuant to Sections 1.8(b)(i) , 1.10(j)

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and 8.6 (if applicable). For the avoidance of doubt, the shares of Parent Common Stock issuable to the Holders pursuant to this Section1.10(i) shall not be subject to the terms of the Lock-Up Agreement.

(j) RightofSet-Off. Notwithstanding anything set forth in this Agreement to the contrary, the Holders’ rights to receivetheir respective portion of the applicable Earnout Consideration (if any) shall be subject to the set-off rights provided for in Section 8.6.

1.11AdjustmentstoTotalCashConsideration.

(a) Pre-ClosingStatement. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parenta good faith estimate of the unaudited consolidated balance sheet of the Company as of the Closing Date, that has been prepared inaccordance with GAAP on a basis consistent with the Financials (except as may otherwise be expressly required by this Agreement) and thatfairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Companyand its Subsidiaries as of the Closing Date, after giving effect to the Closing (the “ Closing Date Balance Sheet ”), and based on the ClosingDate Balance Sheet, a statement (the “ Pre-Closing Statement ”) setting forth the Company’s good faith estimate of (i) Net Working Capital,(ii) Closing Indebtedness, (iii) Third Party Expenses, (iv) Closing Cash and (v) Aggregate Exercise Price, together with a calculation of theTotal Cash Consideration based on the foregoing amounts. The Closing Date Balance Sheet shall be subject to the reasonable review andcomment of Parent ( provided , that , Parent must provide comments within two Business Days of the Company’s delivery to Parent of theClosing Date Balance Sheet) and shall be used to determine the Total Cash Consideration. The Total Cash Consideration listed on the Pre-Closing Statement is referred to herein as the “ Estimated Total Cash Consideration .” The Estimated Total Cash Consideration set forth inthe Pre-Closing Statement shall be certified as a good faith and reasonable estimate by the Chief Executive Officer and Chief FinancialOfficer of the Company.

(b) Post-ClosingStatement. Within ninety (90) days following the Closing, Parent shall prepare and deliver, or cause to beprepared and delivered, to the Representative a statement (the “ Post-Closing Statement ”), setting forth Parent’s good faith calculation ofNet Working Capital, Closing Indebtedness, Third Party Expenses, Closing Cash, and Aggregate Exercise Price, together with a calculationof the Total Cash Consideration based on the foregoing amounts.

(c) ReviewofPost-ClosingStatement . The Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “ Review Period ”) to review the same. During the Review Period, Parent shall allow the Representative reasonableaccess during normal business hours to such books, records, work papers, employees and accountants of Parent and the Surviving LLC usedin or who have information used in calculating the amounts set forth in the Post-Closing Statement to the extent reasonably necessary todetermine the accuracy of the Post-Closing Statement. On or before the expiration of the Review Period, the Representative shall deliver toParent a written statement accepting or disputing Parent’s calculation of Net Working Capital, Closing Indebtedness, Third Party Expenses,Closing Cash and Aggregate Exercise Price in the Post-Closing Statement. In the event that the Representative shall dispute any of Parent’scalculations, the Representative shall deliver to Parent a statement that sets forth a reasonably detailed itemization of the Representative’sobjections and the reasons therefor (such statement, a “ Dispute Statement ”). If the Representative does not deliver a Dispute Statement toParent within the Review Period or delivers a statement accepting the Post-Closing Statement, then Parent’s calculation of Total CashConsideration set forth in the Post-Closing Statement shall be final and binding for purposes of this Section 1.11 with respect to thecalculation of Total Cash Consideration.

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(d) ReasonableEfforts . If the Representative delivers a Dispute Statement within the Review Period, Parent and theRepresentative shall each use reasonable efforts to resolve by written agreement any disputes as to the calculation of the Total CashConsideration (as so resolved, the “ Agreed Adjustments ”). If the Representative and Parent so resolve all such disputes, the calculation ofthe Total Cash Consideration as adjusted by the Agreed Adjustments shall be deemed to be final and binding for purposes of this Section1.11(d) with respect to the calculation of Total Cash Consideration.

(e) DisputeResolution. If the objections raised by the Representative in the Dispute Statement regarding the calculation ofTotal Cash Consideration are not resolved by Agreed Adjustments within the thirty (30) day period provided in Section 1.11(c) , then, withinten (10) Business Days after the end of such thirty (30)-day period, the objections that remain unresolved (the “ Disputed Items ”), togetherwith any supporting documentation as either Parent or the Representative may choose to submit, shall be submitted by the Representative andParent for final binding written resolution to the Accounting Arbitrator. Parent and the Representative shall each provide the AccountingArbitrator with their respective determinations of Total Cash Consideration, taking into account the Agreed Adjustments pursuant to Section1.11(d) , if any. Parent and the Representative shall use reasonable efforts to cause the Accounting Arbitrator to make the final determinationof the Disputed Items as to the calculation of Total Cash Consideration in accordance with the terms of this Agreement within thirty (30) daysafter such Disputed Items have been so submitted to the Accounting Arbitrator. The Accounting Arbitrator shall make an independentdetermination of the Disputed Items that, assuming compliance with the previous clause, shall be final and binding on the IndemnifyingParties and Parent if such independent determination of Total Cash Consideration shall be within the range proposed by Parent and theRepresentative, and shall not be subject to dispute, appeal, Action or challenge for any reason. If the Accounting Arbitrator’s independentdetermination of the Total Cash Consideration is outside the range proposed by Parent and the Representative, then the applicable Total CashConsideration proposed by Parent or the Representative that was closer to that of the Accounting Arbitrator shall be final and binding on theIndemnifying Parties and Parent. The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to whether suchcalculation was done in accordance with the terms hereof, and whether there were mathematical errors in the calculation of Total CashConsideration, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall be instructed only toresolve the Disputed Items based solely on presentations and supporting material provided by Parent and the Representative and not pursuantto any independent review or investigation. The fees, costs and expenses of the Accounting Arbitrator shall be borne by the Representative(on behalf of the Indemnifying Parties out of the Expense Fund) and Parent in inverse proportion as they may prevail on the matters resolvedby the Accounting Arbitrator, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values ofthe amounts in dispute and shall be determined by the Accounting Arbitrator at the time the determination is rendered on the merits of thematters submitted. The Total Cash Consideration, after giving effect to any Agreed Adjustments and to the resolution of Disputed Items bythe Accounting Arbitrator, shall be deemed to be final and binding for purposes of this Section 1.11 .

(f) Total Cash Consideration, as finally adjusted pursuant to this Section 1.11 , is referred to herein as the “ Final TotalCash Consideration .” The date on which the Final Total Cash Consideration is determined pursuant to this Section 1.11 shall hereinafter bereferred to as the “ Settlement Date .”

(g)

(i) If the Final Total Cash Consideration is greater than the Estimated Total Cash Consideration, (A) Parentshall, within three (3) Business Days of the Settlement Date, transfer to the

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Exchange Agent an amount of cash equal to the amount by which the Final Total Cash Consideration exceeds the Estimated Total CashConsideration, and the Exchange Agent shall pay an amount of cash to the Indemnifying Parties equal to their respective Pro Rata Portions ofsuch amount.

(ii) If the Estimated Total Cash Consideration is greater than the Final Total Cash Consideration, then withinthree (3) Business Days of the Settlement Date, Parent and the Representative shall provide a joint written instruction to the Escrow Agent todeliver to Parent promptly from the Escrow Amount a portion of the Escrow Amount equal to the amount by which the Estimated Total CashConsideration exceeds the Final Total Cash Consideration.

(i) If there is no difference between the Final Total Cash Consideration and the Estimated Total CashConsideration, then no payments shall be made.

1.12 Withholding . The Company, the Exchange Agent, Parent, and the Surviving LLC (the “ Withholding Agents ”) shall beentitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may berequired to be deducted or withheld therefrom under any provision of federal, local or foreign Tax law or under any Legal Requirements orapplicable Orders from a Tax Authority; provided , however , that Parent shall: (i) other than with respect to payments made to Optionholderswho are current or former employees, notify the Representative of the amount of such withholding prior to making any such deduction orwithholding and shall cooperate with the Representative to the extent reasonable in efforts to obtain reduction of or relief from such deductionor withholding, and (ii) timely remit to the appropriate Tax Authority any and all amounts so deducted or withheld and timely file all relatedTax Returns required to be filed under applicable Legal Requirements. To the extent such amounts are so deducted or withheld and remittedto the appropriate Tax Authority in accordance with applicable Legal Requirements, such amounts shall be treated for all purposes under thisAgreement as having been paid to the Person to whom such amounts would otherwise have been paid. To the extent that such amounts arenot so deducted and withheld, the Person to whom such amounts are paid shall indemnify each of the Withholding Agents with respect tosuch amounts required to be deducted and withheld and penalties, interest and additions to Tax, except to the extent attributable to the grossnegligence or willful misconduct of the Withholding Agents.

1.13CompanyLoans. In the event that any Holder as a borrower has outstanding loans from the Company as of the First EffectiveTime, the cash portion of any amounts payable to such holder or pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) or 1.6(e)(i) hereof, if any, shall be reduced by an amount equal to the outstanding principal plus accrued interest, if any, of such holder’s loans as ofthe First Effective Time, plus any other amounts owed by such holder to the Company (collectively, such holder’s “ Loan RepaymentAmount ”). Such loans shall be satisfied as to the amount by which the cash consideration is reduced pursuant to this Section 1.13 . To theextent the consideration payable to such holder is so reduced, such amount shall be treated for all purposes under this Agreement as havingbeen paid to such holder.

1.14TaxConsequences. The Mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of theCode, and this Agreement is intended to constitute, and is adopted as, a “plan of reorganization” within the meaning of Treasury RegulationsSections 1.368-2(g) and 1.368-3. The parties agree that (i) each party hereto shall cause all Tax Returns relating to the Mergers to be filed onthe basis of treating the Mergers as a “reorganization” within the meaning of Section 368(a)(1) of the Code and (ii) except as contemplated bythis Agreement, neither Parent nor the Company shall take, nor permit their respective Affiliates to take any action that reasonably would beexpected to cause the Mergers to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, unless otherwiserequired by applicable Legal Requirements. None of Parent or any of its Affiliates makes any representations or

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warranties to the Company or to any securityholder of the Company regarding the Tax treatment of the Mergers, or any of the Taxconsequences to the Company or any securityholder of the Company of this Agreement, the Mergers or any of the other transactions oragreements contemplated hereby. The Company acknowledges that the Company and the securityholders of the Company are relying solelyon their own Tax advisors in connection with this Agreement, the Mergers and the other transactions and agreements contemplated hereby.Notwithstanding the foregoing or anything to the contrary in this Agreement, if tax counsel to Parent and the Company, after good faithconsultation with each other, reasonably determine at Closing that, taking into account the Total Cash Consideration, cash paid toUnaccredited Investors and in respect of fractional shares, and a reasonable estimate of the cash to be paid with respect to Dissenting Shares,and the Closing Stock Consideration, the Continuity Test (as defined below) is not satisfied solely as a result of foregoing and the value of ashare of Parent Common Stock, then the Total Cash Consideration shall be reduced and the Closing Stock Consideration correspondinglyincreased to the minimum extent necessary to enable the Continuity Test to be satisfied (as reasonably determined by such tax counsel). TheContinuity Test means the requirement under Section 368(a) of the Code that at least 40% of the value of the Company Capital Stock must beexchanged for Parent Common Stock. For purposes of determining whether the Continuity Test has been satisfied at Closing, the value of ashare of Parent Common Stock shall be the Parent Trading Price as of the First Effective Time, and the Total Cash Consideration shall bereduced to the minimum extent necessary to enable the Continuity Test to be satisfied using such price for each additional share of ParentCommon Stock to be issued. Any payments made pursuant to Section 1.9 , Section 1.10 , or Section 1.11 , other than payments made toOptionholders who are current or former employees and subject to Tax withholding, will be treated as adjustments to the Total Considerationfor Tax purposes, unless otherwise required by applicable Legal Requirements.

1.15ParentCommonStockIssuance. The aggregate amount of the Parent Common Stock issuable to Holders in respect of theirshares of Company Capital Stock, Issued and Outstanding Company Options and Participating Company Notes pursuant to this Agreementshall not be greater than 19.99% of the shares of Parent Common Stock that were issued and outstanding prior to the First Effective Time, andassuming that (i) the entire Escrow Amount is fully paid to the Indemnifying Parties as Total Consideration in accordance with thisAgreement (ii) the entire Retention Bonus Payment (less the amount of cash payable to Participating Individuals and Unaccredited Investorspursuant to Section 1.9(c)(ii) ) is fully paid to the Holders as Total Consideration in accordance with this Agreement, (iii) any DissentingShares will receive a cash amount equal in value to the consideration otherwise payable to holders of Company Capital Stock in accordancewith this Agreement, and (iv) to the extent Unaccredited Investors would otherwise have been entitled to be issued shares of Parent CommonStock as consideration or otherwise under this Agreement, Parent shall pay such amounts in cash pursuant to Section 1.6(g) .

1.16TakingofFurtherAction. If at any time after the First Effective Time, any further action is necessary or desirable to carryout the purposes of this Agreement, to vest the Surviving Corporation with full right, title and possession to all assets, property, rights,privileges, powers and franchises of the Company, to vest Parent with full right, title and possession to all of the Company Capital Stock or tovest the Surviving LLC with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the SurvivingCorporation, then each of the Company, Parent and the officers and directors of each of the Company and Parent are fully authorized in thename of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

ARTICLE II REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

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Subject to any disclosure set forth in (i) the specific section, subsection or subclause of the disclosure schedule delivered by theCompany to Parent on the Agreement Date prior to the execution and delivery hereof (the “ Disclosure Schedule ”) that corresponds to thespecific section, subsection or subclause of each representation and warranty set forth in this Article II , or (ii) any other section, subsectionor subclause of the Disclosure Schedule solely if and to the extent that it is reasonably apparent on the face of such disclosure that it applies tosuch other section, subsection or subclause of this Article II without reference to the documents referenced therein or any extrinsicknowledge of the matters addressed thereby, the Company hereby represents and warrants to Parent and the Merger Subs as follows:

2.1 OrganizationandGoodStanding . The Company is a corporation duly incorporated, validly existing and in good standingunder the laws of the State of Delaware. The Company has the requisite corporate power to own, lease and operate its assets and propertiesand to carry on its business as currently conducted. The Company is duly qualified or licensed to do business and in good standing as aforeign corporation in each other jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed)or the nature of its business make such qualification or license necessary to the Company’s business as currently conducted, other than to theextent that a failure be so qualified or licensed in any such other jurisdiction would not be material to the Company and its Subsidiaries, takenas a whole. The Company has Made Available true, correct and complete copies of its certificate of incorporation, as amended to date (the “Certificate of Incorporation ”) and bylaws, as amended to date, each in full force and effect on the Agreement Date (collectively, the “Charter Documents ”). The Board of Directors of the Company has not approved or proposed any amendment to any of the CharterDocuments that has not been Made Available. Section 2.1 of the Disclosure Schedule lists the directors and officers of the Company andevery jurisdiction in which the Company and its Subsidiaries have Employees or facilities as of the Agreement Date. Except as set forth onSection 2.1 of the Disclosure Schedule, the operations now being conducted by the Company and its Subsidiaries are not now and have neverbeen conducted by the Company or any of its Subsidiaries under any name other than “Fullstack Academy.”

2.2AuthorityandEnforceability. The Company has all requisite corporate power and authority to enter into this Agreement andany Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the First Mergerand the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party andthe consummation of the Mergers and the other Transactions have been duly authorized by all necessary corporate action on the part of theCompany (including the unanimous approval of the Board of Directors of the Company) and no further corporate action is required on thepart of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate theMergers or any other Transactions, other than the adoption of this Agreement and the approval of the Mergers by the Stockholders of theCompany who hold a majority of the voting power of the outstanding shares of Company Capital Stock the “ Requisite StockholderApproval ”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements,Delaware Law, the Charter Documents and all Contracts to which the Company is a party to legally adopt this Agreement and approve theMergers and the other Transactions. The Board of Directors of the Company has approved this Agreement, the Mergers and the otherTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Mergers and the otherTransactions (the “ Company Recommendation ”). This Agreement and each of the Related Agreements to which the Company is a partyhave been or will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the otherparties hereto and thereto, constitute or will, when executed, constitute the valid and binding obligations of the Company enforceable againstit in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency,moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance,

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injunctive relief, other equitable remedies and other general principles of equity (clauses (x) and (y) collectively, the “ EnforceabilityLimitations ”).

2.3 GovernmentalApprovalsandConsents . Except as set forth on Section 2.3 of the Disclosure Schedule, no consent, notice,waiver, approval, waiting period expiration or termination, Order or authorization of, or registration, declaration or filing with anyGovernmental Entity, is required by, or with respect to, the Company or any of its Subsidiaries in connection with the execution and deliveryof this Agreement and any Related Agreement to which the Company or any of its Subsidiaries is a party or the consummation of the Mergersor any other Transactions, except for (a) such consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations andfilings as may be required under applicable securities laws and state “blue sky” laws, (b) such consents, notices, waivers, approvals, orders,authorizations, registrations, declarations and filings as may be required under the HSR Act or any foreign antitrust, merger control, orcompetition law, (c) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware, and (d) such other consents,waivers, approvals, Orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not be material to theCompany and its Subsidiaries, taken as a whole.

2.4NoConflicts. Except as set forth in Section 2.4 of the Disclosure Schedule, assuming compliance with the regulatory measures,if any, described in Section 2.3 hereto, the execution and delivery by the Company of this Agreement and any Related Agreement to whichthe Company or any of its Subsidiaries is a party, and the consummation of the Mergers or any other Transactions, will not conflict with orresult in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation,modification or acceleration of any obligation or loss of any benefit under (a) any provision of the Charter Documents or the organizationaldocuments of any Subsidiary of the Company, as amended, (b) any Material Contract or (c) any Legal Requirement or Order applicable to theCompany or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible), other than, in each case,any conflict, violation, default, termination, cancellation, modification, acceleration or loss which would not, individually or in the aggregate,be material to the Company and its Subsidiaries, taken as a whole. Section 2.4 of the Disclosure Schedule sets forth all necessary notices,consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Mergers or any otherTransactions, or for any such Material Contract to remain in full force and effect without limitation, modification or alteration after theEffective Times so as to preserve all rights of, and benefits to, the Company and its Subsidiaries, as the case may be, under such MaterialContracts from and after the Effective Times. Following the consummation of the Mergers, the Surviving LLC or the applicable Subsidiary ofthe Company will be permitted to exercise all of its rights under the Material Contracts without the payment of any additional amounts orconsideration other than ongoing fees, royalties or payments which the Company or such Subsidiary would otherwise have been required topay pursuant to the terms of such Material Contracts had the Mergers or other Transactions not occurred.

2.5CompanyCapitalStructure.

(a) The authorized capital stock of the Company consists of (i) 11,000,000 shares of Company Common Stock, of which8,955,934 shares are issued and outstanding on the Agreement Date. As of the Agreement Date, the Company Capital Stock is held by thePersons and in the amounts set forth in Section 2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number ofshares held, class and/or series of such shares, the number of the applicable stock certificates representing such shares and the domicileaddresses of record of such Persons. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and at the First Effective Time will

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not be subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by whichit is bound.

(b) Except as set forth in Section 2.5(b) of the Disclosure Schedule, all outstanding shares of Company Capital Stock andIssued and Outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased bythe Company or any stockholder of the Company) in compliance with all applicable Legal Requirements, and were issued, transferred andrepurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in accordancewith any right of first refusal or similar right or limitation Known to the Company. There are no declared or accrued but unpaid dividendswith respect to any shares of Company Capital Stock. Other than the Company Capital Stock set forth in Section 2.5(a) of the DisclosureSchedule, the Company has no other capital stock authorized, issued or outstanding as of the Agreement Date. True, correct and completecopies of all agreements relating to any securities of the Company have been Made Available and as of the Agreement Date such agreementsand instruments have not been amended, modified or supplemented and there are no agreements to amend, modify or supplement suchagreements or instruments from the forms thereof provided to Parent.

(c) Except for the Plan and as otherwise set forth in Section 2.5(c) of the Disclosure Schedule, neither the Company nor anyof its Subsidiaries have ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity orequity-related compensation to any Person (whether payable in shares, cash or otherwise). The Company has reserved 2,100,000 shares ofCompany Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or theexercise of options or the granting or purchase of restricted stock granted under the Plan, of which (i) 1,029,250 shares are issuable, as of theAgreement Date, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) 255,934 shares have been issued upon theexercise of options granted under the Plan and remain outstanding as of the Agreement Date, (iii) no shares have been issued as restrictedstock under the Plan, and (iv) 814,816 shares remain available for future grant. Except as set forth on Section 2.5(c) of the DisclosureSchedule, each Issued and Outstanding Company Option was originally granted with an exercise price at least equal to the fair market valueof a share of Company Common Stock on the date of grant. Except as set forth in Section 2.5(c) of the Disclosure Schedule, the terms of thePlan and the applicable agreements for each Issued and Outstanding Company Option award allow for the treatment of Issued andOutstanding Company Options as provided in this Agreement, without the consent or approval of the holders of such Issued and OutstandingCompany Options, the Stockholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect forsuch Issued and Outstanding Company Options. True and complete copies of all agreements and instruments relating to or issued under thePlan have been Made Available and as of the Agreement Date such agreements and instruments have not been amended, modified orsupplemented and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof MadeAvailable. All holders of Issued and Outstanding Company Options are current employees or consultants/advisors, former employees withintheir post-termination exercise window or non-employee directors of the Company or a Subsidiary of the Company.

(d) Section 2.5(d) of the Disclosure Schedule sets forth as of the Agreement Date for each outstanding Issued andOutstanding Company Option, the name of the holder, the type of award, the type of entity of such holder, the domicile address of record ofsuch holder, whether such holder is an employee of the Company or a Subsidiary of the Company, the number of shares of Company CapitalStock issuable upon the exercise of such Issued and Outstanding Company Option, the date of grant, the exercise price (if any), the vestingschedule, including the extent vested to date and whether such vesting is subject to acceleration as a result of the Transactions or any otherevents, and whether such Issued and Outstanding

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Company Option is a nonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code, and whether (and towhat extent) any such Issued and Outstanding Company Option is or has ever been subject to Section 409A (whether or not subsequentlyamended to comply with or be exempt from the requirements of Section 409A) and any action taken to amend any such Issued andOutstanding Company Option to comply with or be exempt from the requirements of Section 409A.

(e) Section 2.5(e) of the Disclosure Schedule sets forth as of the Agreement Date for each Promised Company Option, thename of the holder of such promised option, the domicile address of record of such holder of such promised option, whether such holder is anemployee of the Company or a Subsidiary of the Company, the type and number of shares of Company Capital Stock that would have beenissuable upon the exercise of such Promised Company Option had such promised option been awarded, the exercise price of such PromisedCompany Option, the vesting schedule for such Promised Company Option, including the extent that the holder would have become vested todate and whether such vesting would have been subject to acceleration as a result of the Transactions or any other events had such promisedoption been granted.

(f) Section 2.5(f) of the Disclosure Schedule sets forth as of the Agreement Date for each outstanding Company Note, thename and domicile address of the holder, the number of shares of Company Common Stock issuable upon the conversion of such CompanyNote, the date on which such Company Note was issued, the purchase price per share of Company Common Stock at which the outstandingprincipal and unpaid interest due on such Company Note may be converted, and the expiration date of such Company Note. True, correct andcomplete copies of all Company Notes have been Made Available to Parent, and such Company Notes have not been amended, modified orsupplemented other than as provided in this Agreement, and there are no Contracts to amend, modify or supplement such Company Notesfrom the forms thereof Made Available to Parent. No Company Note will by its terms require an adjustment in connection with the Mergers,except as contemplated by this Agreement. Except as set forth in Section 2.5(f) of the Disclosure Schedule, neither the consummation of thetransactions contemplated by this Agreement, nor any action taken or to be taken by the Company in connection with such transactions, willresult in (x) any acceleration of exercisability or conversion, whether or not contingent on the occurrence of any event after consummation ofthe Mergers, in favor of any holder of Company Notes; or (y) any additional benefits for any holder of Company Notes.

(g) Other than the Company Notes, no bonds, debentures, notes or other indebtedness of the Company or any of itsSubsidiaries (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for,securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, areissued or outstanding as of the Agreement Date.

(h) Except for the Company Options and Company Notes and as otherwise set forth in Section 2.5(h) of the DisclosureSchedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, towhich the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Companyor any of its Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, anyshares of the capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend,accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.Except for the Company Options and Company Notes and as otherwise set forth in Section 2.5(h) of the Disclosure Schedule, there are nooutstanding or authorized stock appreciation, phantom stock, profit participation, or other equity-compensation rights of the Company or anyof its Subsidiaries (whether payable in shares, cash or otherwise).

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Except as set forth on Section 2.5(h) of the Disclosure Schedule and as contemplated hereby, there are no voting trusts, proxies, or otheragreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries, and there are no agreements towhich the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights offirst refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the First Merger, Parent will be the solerecord and beneficial holder of all issued and outstanding Company Capital Stock, and all outstanding rights to acquire or receive any sharesof Company Capital Stock, shall have been terminated.

(i) Section 2.5(i) of the Disclosure Schedule sets forth as of the Agreement Date the outstanding principal, accrued interestand applicable rate of interest of all outstanding Indebtedness described in Section 1.13 hereof.

(j) The information contained in the Spreadsheet will be true, correct and complete as of the Closing Date and thecalculations performed to compute the information contained therein will be accurate and in accordance with applicable Legal Requirements,the terms of this Agreement, the Charter Documents and all other agreements and instruments among the Company and/or any holder ofCompany Capital Stock, Company Options, Company Notes or other equity securities of the Company, and no such holder will be entitled toany amounts with respect to his, hers or its shares of Company Capital Stock, Company Options, Company Notes or other equity securities ofthe Company or any of it its Subsidiaries except as provided in the Spreadsheet.

2.6CompanySubsidiaries.

(a) Section 2.6(a) of the Disclosure Schedule lists each Subsidiary of the Company. Each Subsidiary of the Company is anentity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in the event goodstanding is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under thelaws of its jurisdiction of incorporation or organization). Each Subsidiary of the Company has the power to own its assets and properties andto carry on its business as currently conducted. Each Subsidiary of the Company is duly qualified or licensed to do business and is in goodstanding in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature ofits business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to theCompany and its Subsidiaries, taken as a whole. A true, correct and complete copy of the charter documents and bylaws or otherorganizational documents of each Subsidiary of the Company, each as amended to date and in full force and effect on the Agreement Date,has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record andbeneficially by the Company. All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized,validly issued, fully paid and non‑assessable and not subject to preemptive rights created by statute, the charter documents or bylaws or otherorganizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have beenissued in compliance with all applicable Legal Requirements. No Subsidiary of the Company is subject to any bankruptcy or insolvencyproceedings or is or likely to become unable to pay its due debts upon their maturity. There are no options, warrants, calls, rights,commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiaryof the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased orredeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, acceleratethe vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are nooutstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any

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Subsidiary of the Company. Section 2.6(a) of the Disclosure Schedule lists the directors and officers and other equity interest holders, ifapplicable, of each Subsidiary of the Company as of the Agreement Date. Any Subsidiaries that are not wholly owned by the Company arecontrolled by the Company and consolidated with the Company in the Financials.

(b) Section 2.6(b) of the Disclosure Schedule lists each corporation, limited liability company, partnership, association,joint venture or other business entity (other than the Company’s Subsidiaries) in which the Company owns, directly or indirectly, any sharesor any interest. Neither the Company nor any of its Subsidiaries have agreed or are obligated to make any future investment in or capitalcontribution to any Person.

2.7CompanyFinancialStatements;InternalFinancialControls.

(a) Section 2.7(a)(i) of the Disclosure Schedule sets forth the Company’s (i) unaudited consolidated balance sheets as ofDecember 31, 2017 and December 31, 2018, unaudited consolidated balance sheet as of December 31, 2018, and the related consolidatedstatements of income, cash flow and stockholders’ equity for the twelve (12) month periods then ended (the “ Year-End Financials ”), and(ii) unaudited consolidated balance sheet as of February 28, 2019 (the “ Balance Sheet Date ”), and the related unaudited consolidatedstatements of income, cash flow and stockholders’ equity for the two months then ended (the “ Interim Financials ”). The Year-EndFinancials and the Interim Financials (collectively referred to as the “ Financials ”) have been prepared in accordance with GAAP on aconsistent basis throughout the periods indicated and consistent with each other (except that the unaudited Year-End Financials and theInterim Financials do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-endadjustments). The Financials present fairly in all material respects the Company’s consolidated financial condition, operating results and cashflows as of the dates and during the periods indicated therein, subject in the case of the unaudited Year-End Financials and the InterimFinancials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. TheCompany’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “ Current Balance Sheet .”Except as set forth on Section 2.7(a)(ii) of the Disclosure Schedule, the Books and Records of the Company and each of its Subsidiaries havebeen, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements, and the Financialsare consistent with such Books and Records.

(b) The Company has Made Available an aging schedule with respect to the billed accounts receivable of the Company andeach of its Subsidiaries as of the Balance Sheet Date, indicating a range of days elapsed since invoice. Except as set forth on Section 2.7(b) ofthe Disclosure Schedule, all of the accounts receivable, whether billed or unbilled, of the Company and each of its Subsidiaries arose in theordinary course of business consistent with past practice, are carried at values determined in accordance with GAAP, are not subject to anyvalid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis and are notsubject to any other repurchase or return arrangement. Except as set forth on Section 2.7(b) of the Disclosure Schedule, no Person has anyLien (other than Permitted Liens) on any accounts receivable of the Company or any of its Subsidiaries and no request or agreement fordeduction or discount has been made with respect to any accounts receivable of the Company or any of its Subsidiaries.

(c) The Company and each of its Subsidiaries have established and maintain, adhere to and enforce a system of internalaccounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements (including the Financials), in accordance with GAAP, including policies and procedures that (i) require themaintenance

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of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and each of itsSubsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with GAAP, and that receipts and expenditures of the Company and each of its Subsidiaries are being made only in accordancewith appropriate authorizations of management and the Board of Directors of the Company and (iii) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and each of its Subsidiaries.Neither the Company nor any of its Subsidiaries have Knowledge of (x) any significant deficiency or material weakness in the system ofinternal accounting controls utilized by the Company or any of its Subsidiaries, (y) any fraud, whether or not material, that involves themanagement or other Employees of the Company or any of its Subsidiaries who have a role in the preparation of financial statements or theinternal accounting controls utilized by the Company or any of its Subsidiaries or (z) any claim or allegation regarding any of the foregoing.

(d) The information set forth in the Closing Date Balance Sheet will have been prepared in accordance with GAAP as ofimmediately prior to the First Effective Time.

2.8NoUndisclosedLiabilities. Except as set forth on Section 2.8 of the Disclosure Schedule, neither the Company nor any of itsSubsidiaries have any liability, indebtedness, obligation or expense of any type, whether accrued, absolute, contingent, matured, unmatured orotherwise (whether or not required to be reflected in a balance sheet prepared in accordance with GAAP), except for those which (a) havebeen reflected in the Current Balance Sheet, (b) have arisen in the ordinary course of business consistent with past practices since the BalanceSheet Date and prior to the Agreement Date, (c) constitute Third Party Expenses set forth on the Spreadsheet, (d) are executory performanceobligations arising under Contracts to which the Company and its Subsidiaries are parties or otherwise bound that, in the case of MaterialContracts, do not result from a breach or default thereunder or (e) would not reasonably be expected to be, individually or in the aggregate,material to the Company and its Subsidiaries, taken as a whole.

2.9 No Changes . Since the Balance Sheet Date through the Agreement Date, (a) no Company Material Adverse Effect hasoccurred and (b) except as set forth on Section 2.9(b) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries have takenany action that would require the consent of Parent under Section 4.2 if proposed to be taken after the Agreement Date.

2.10Taxes.

(a) TaxReturnsandPayments. Each return (including any information return), report, statement, declaration, estimate,schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filedwith or submitted to, any Governmental Entity responsible for the imposition of Taxes (a “ Tax Authority ”) in connection with thedetermination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of orcompliance with any Legal Requirement relating to any Tax, including any amendment thereof or attachment thereto (each, a “ Tax Return”) required to be filed by or on behalf of the Company or any of its Subsidiaries with any Tax Authority: (i) has been filed on or before itsapplicable due date (including any valid extensions of such due date); and (ii) has been, accurately and completely prepared in all materialrespects in compliance with all applicable Legal Requirements. All Taxes required to be paid by the Company and each of its Subsidiariesthat are due and owing (whether or not shown or required to be shown on any Tax Return) have been timely paid. The Company hasdelivered or Made Available to Parent accurate and complete copies of all income and other material Tax Returns filed since January 1, 2015.

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(b) ReservesforPaymentofTaxes. The Financials accurately accrue for all liabilities for Taxes with respect to all periodsthrough the dates thereof in accordance with GAAP. The Company and each of its Subsidiaries, as the case may be, will establish, in theordinary course of business and consistent with its past practices, reserves adequate for the payment of all Taxes for the period from the dateof the Balance Sheet Date through the Closing Date, and the Company and each of its Subsidiaries will disclose the dollar amount of suchreserves to Parent on or prior to the Closing Date. Neither the Company nor any of its Subsidiaries have incurred any liability for Taxes sincethe Balance Sheet Date other than in the ordinary course of business consistent with past practice.

(c) Audits;Claims;Etc. Except as set forth in Section 2.10(c) of the Disclosure Schedule, neither the Company nor any ofits Subsidiaries have received from any Tax Authority any: (i) written notice indicating an intent to open a Tax audit or other review;(ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No claim or legalproceeding is pending or, to the Company’s Knowledge, threatened in writing by a Tax Authority against the Company or any of itsSubsidiaries in respect of any Tax (including any Tax Return). There are no Liens for Taxes upon any of the assets of the Company or any ofits Subsidiaries except Liens for current Taxes not yet due and payable or Taxes that are being contested in good faith and by appropriateproceedings (and for which there are adequate accruals on the Financials in accordance with GAAP). Except as set forth in Section 2.10(c) ofthe Disclosure Schedule, neither the Company nor any of its Subsidiaries have (i) filed an outstanding request for an extension of time withinwhich to file any Tax Return which such Tax Return has not yet been filed (other than automatic extensions in the ordinary course of businessconsistent with past practices), (ii) executed a waiver or consent extending any statute of limitations for the assessment or collection of anyTaxes which waiver or consent remains outstanding, and no such waiver or consent is pending, (iii) applied for a ruling relating to Taxeswhich could be binding on Parent, the Company or any of their Affiliates after the Closing Date, or (iv) entered into a “closing agreement” asdescribed in Section 7121 of the Code (or any comparable provisions of state, local or foreign Legal Requirements) with any Tax Authority.No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes of the Company or any of itsSubsidiaries.

(d) LegalProceedings;Etc . There are no unsatisfied liabilities for Taxes in connection with any written notice of Taxdeficiency or similar document received by the Company or any of its Subsidiaries (other than liabilities for Taxes asserted under any suchnotice of deficiency or similar document which are being contested in good faith and by appropriate proceedings by the Company or any ofits Subsidiaries and with respect to which adequate reserves for payment have been established in accordance with GAAP).

(e) DistributedStock . Neither the Company nor any of its Subsidiaries have distributed stock of another Person, andneither the Company nor any of its Subsidiaries have had their stock distributed by another Person, in a transaction that was purported orintended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(f) 280G;4999 . There is no agreement, plan, arrangement or other Contract (i) covering any Employee or any other“disqualified individual” (as defined in Code Section 280G and the regulations promulgated thereunder) that, considered individually orconsidered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the paymentof any amount that would not be deductible pursuant to Section 280G or Section 404 of the Code or that would be characterized as a“parachute payment” within the meaning of Section 280G(b)(1) of the Code or (ii) by which the Company or any of its Subsidiaries is boundto compensate any Employee or any other “disqualified

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individual” (as defined in Code Section 280G and the regulations promulgated thereunder) for excise taxes paid, including pursuant toSection 4999 of the Code.

(g) Tax Indemnity Agreements; Etc.Except as set forth in Section 2.10(g) of the Disclosure Schedule, neither theCompany nor any of its Subsidiaries currently are, or have ever been, a party to or bound by any Tax indemnity agreement, Tax sharingagreement, Tax allocation agreement or similar Contract (other than an agreement or Contract solely between the Company, on one hand, andany of its Subsidiaries, on the other hand or a commercial agreement entered into in the ordinary course of business consistent with pastpractice, such as a lease or an agreement with a customer or supplier, the principal purpose of which is not the sharing or allocation of Taxes),and after the Closing Date, neither the Company nor any of its Subsidiaries will be bound by any such agreement or have any liabilitythereunder for any amounts. Neither the Company nor any of its Subsidiaries have any liability for Taxes of any Person (other than theCompany and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign LegalRequirements), as a transferee or successor, by Contract, by operation of law or otherwise. Neither the Company nor any of its Subsidiaries(a) have ever been a member of an affiliated, combined, consolidated or unified group (including within the meaning of Section 1504(a) ofthe Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), or (b) haveever been a party to any joint venture, partnership, or, to the Company’s Knowledge, other agreement that is treated as a partnership for Taxpurposes.

(h) NoOtherJurisdictionsforFilingTaxReturns. Neither the Company nor any of its Subsidiaries are subject to Tax inany country other than their respective countries of incorporation or formation by virtue of having a permanent establishment, place ofbusiness or business operations in that country. No claim has ever been made in writing by a Tax Authority in a jurisdiction where theCompany or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries, as the case may be, is or may besubject to Taxation by that jurisdiction.

(i) TaxShelters;ListedTransactions;Etc. Neither the Company nor any of its Subsidiaries have ever participated in, noris currently participating in, a “listed transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulations Section1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign Legal Requirements.The Company and each of its Subsidiaries has disclosed on its respective Tax Returns any Tax reporting position taken in any Tax Returnwhich could result in the imposition of penalties under Section 6662 of the Code (or any comparable provisions of state, local or foreignLegal Requirements).

(j) Withholding. The Company and each of its Subsidiaries: (i) has complied with all applicable Legal Requirementsrelating to the payment, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445 and 1446of the Code or similar provisions under any foreign Legal Requirement); (ii) has, within the time and in the manner prescribed by applicableLegal Requirements, withheld or collected from each payment made to each of its employees, stockholders or members, and other thirdparties and timely paid over to the proper Governmental Entities (or is properly holding for such timely payment) all amounts required to beso withheld and paid over under all applicable Legal Requirements, including U.S. federal, state, and local income and employment Taxes,Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant non-U.S. income and employment Tax withholdingLegal Requirements, and other Taxes required to be withheld or paid; and (iii) has timely filed all withholding Tax Returns, for all periods.

(k) ChangeinAccountingMethods;ClosingAgreements;Etc. Neither the Company nor any of its Subsidiaries will berequired to include any item of income in, or exclude any item of deduction

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from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method ofaccounting made prior to the First Effective Time; (ii) intercompany transactions or excess loss accounts described in Treasury regulationsunder Section 1502 of the Code (or any similar provision of state, local, or foreign Tax Legal Requirement) with respect to a transactionoccurring prior to the First Effective Time; (iii) installment sale or open transaction disposition made prior to the First Effective Time;(iv) prepaid amount received on or prior to the First Effective Time; (v) election pursuant to Section 108(i) of the Code made prior to the FirstEffective Time; or (vi) the application of Section 965 of the Code. Neither the Company nor any of its Subsidiaries has made an electionpursuant to Section 965(h) of the Code.

(l) DualConsolidatedLoss. Neither the Company nor any of its Subsidiaries have ever incurred a dual consolidated losswithin the meaning of Section 1503 of the Code (or any comparable provisions of state, local or foreign Legal Requirements).

(m) InternationalIssues. Neither the Company nor any of its Subsidiaries are, or ever have been, a (i) “United States realproperty holding corporation” within the meaning of Section 897(c)(2) of the Code or an entity that has ever made the election providedunder Section 897(i) of the Code; (ii) a “passive foreign investment company” within the meaning of Section 1297 of the Code; or (iii) exceptas set forth on Section 2.10(m)(iii) of the Disclosure Schedule, a “controlled foreign corporation” within the meaning of Section 957 of theCode. None of the Subsidiaries of the Company that is a non-U.S. corporation has (i) any item of income that could constitute subpart Fincome within the meaning of Section 952 of the Code, or (ii) any investment in “United States property” within the meaning of Section 956of the Code, in each case during a taxable year that includes but does not end on the Closing Date.

(n) Section409A.

(i) Section 2.10(n)(i) of the Disclosure Schedule lists each Company Employee Plan and Contract, agreementor arrangement between the Company or any ERISA Affiliate and any Employee, in each case, that is a “nonqualified deferred compensationplan” (as such term is defined in Section 409A(d)(1) of the Code) subject to (and not exempt from) Section 409A of the Code (or any statelaw equivalent) and the regulations and guidance thereunder (“ Section 409A ”). Except as set forth on Section 2.10(n)(i) of the DisclosureSchedule, each such nonqualified deferred compensation plan, if any, has been at all times since the Company’s incorporation in operationalcompliance with Section 409A and at all times since the Company’s incorporation in documentary compliance with Section 409A. Nocompensation shall be includable in the gross income of any Employee as a result of the operation of Section 409A with respect to anyCompany Employee Plan or other arrangements or agreements which is or has been in effect at any time prior to the First Effective Time.Except as set forth on Section 2.10(n)(i) of the Disclosure Schedule, to the extent required, the Company and each of its Subsidiaries haveproperly reported and/or withheld and remitted on amounts deferred under any nonqualified deferred compensation plan subject to Section409A. There is no Contract, agreement, plan or arrangement to which the Company or any of its ERISA Affiliates is a party, including theprovisions of this Agreement, covering any Employee of the Company or any of its Subsidiaries, which individually or collectively couldrequire the Company or any of its Affiliates to pay a Tax gross-up payment to, or otherwise indemnify or reimburse, any Employee for Tax-related payments under Section 409A. Except as set forth on Section 2.10(n)(i) of the Disclosure Schedule, there is no Contract, agreement,plan or arrangement to which the Company or any of its Subsidiaries is a party, which, individually or collectively, could give rise to a Parent,Company, Surviving Corporation, or Subsidiary Tax under Section 409A or that would give rise to an Employee Tax and/or Parent,Company, Surviving Corporation or Subsidiary reporting obligations under Section 409A. Section 2.10(n)(i) of the Disclosure Scheduleseparately lists each Company Employee Plan or Employee Agreement that

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has ever been amended in order to comply with or be exempt from the requirements of Section 409A and the Company has made available toParent a copy of each such Company Employee Plan or Employee Agreement as in effect prior to such amendment(s).

(ii) Except as set forth on Section 2.10(n)(ii) of the Disclosure Schedule, no Company Option or other stockright (as defined in Treasury Regulation Section 1.409A-1(l)) (w) has an exercise price that was less than the fair market value of theunderlying equity as of the date such option or right was granted and no exercise price of any Company Option has been amended followingthe grant date of such Company Option to an exercise price less than the fair market value on the date of such amendment, (x) has any featurefor the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option orrights, (y) has been granted after the Company’s incorporation, with respect to any class of stock of the Company that is not “service recipientstock” (within the meaning of applicable regulations under Section 409A), or (z) has ever been accounted for other than fully in accordancewith GAAP in the Company’s audited financial statements provided to Parent.

2.11 Real Property . The Company and its Subsidiaries do not own any real property, nor has the Company or any of itsSubsidiaries ever owned any real property. Section 2.11 of the Disclosure Schedule sets forth a list as of the Agreement Date of all realproperty currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by theCompany or any of its Subsidiaries (collectively, the “ Leased Real Property ”). Section 2.11 of the Disclosure Schedule sets forth a list asof the Agreement Date of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a rightin or relating to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and termof the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder, the amount of any deposit or othersecurity or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminationsand modifications thereof (collectively, the “ Lease Agreements ”). The Company and its Subsidiaries currently occupy all of the LeasedReal Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property.Neither the Company nor any of its Subsidiaries owe brokerage commissions or finders’ fees with respect to any such Leased Real Propertyor would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such LeaseAgreements. The Company and each of its Subsidiaries have performed all of their obligations under any termination agreements pursuant towhich they have terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect andhas no continuing material liability with respect to such terminated agreements. The Leased Real Property is in good operating condition andrepair, free from any material structural, physical or mechanical defects, is maintained in a manner consistent with standards generallyfollowed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the Company’s and itsSubsidiaries’ business. Neither the operation of the Company nor any of its Subsidiaries on the Leased Real Property nor, to the Company’sKnowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code,zoning requirement or statute relating to such Leased Real Property or operations thereon.

2.12TangibleProperty. Except as set forth in Section 2.12 of the Disclosure Schedule, the Company and each of its Subsidiarieshave good and valid title to, or, in the case of leased tangible properties and assets, valid leasehold interests in, all of their tangible propertiesand assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (a) as reflected in the CurrentBalance Sheet, (b) Liens for Taxes not yet due and payable or those Taxes being contested in good faith through appropriate proceedings andfor which there are adequate accruals, in accordance with GAAP, (c) such imperfections of title and encumbrances, if any, which do notmaterially detract from the value or materially

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interfere with the present use of the property subject thereto or affected thereby and (d) other Permitted Liens. The material items ofequipment owned or leased by the Company and each of its Subsidiaries (i) are adequate for the conduct of the business of the Company andits Subsidiaries as currently conducted and (ii) in good operating condition, subject to normal wear and tear.

2.13IntellectualProperty.

(a) Disclosures. Section 2.13(a) of the Disclosure Schedule accurately identifies and describes: (i) each Company Product(by name and version number); (ii) (A) each item of Registered IP in which the Company or any of its Subsidiaries has or purports to have anownership interest, (B) the record owner, and, if different, the legal and beneficial owner, of such item of such Registered IP, (C) thejurisdiction in which such item of Registered IP has been registered or filed and the applicable application, registration or serial number, and(D) for each domain name registration, the applicable domain name registrar, the expiration date for the registration, and name of theregistrant; (iii) all material unregistered trademarks owned or used by the Company or any of its Subsidiaries; (iv) (A) all Licensed IPContracts (other than Open Source Software and software licensed under a Non-Negotiated Vendor Contract), the terms of which identify theLicensed IP licensed thereunder, and (B) whether the license or licenses so granted to the Company or any of its Subsidiaries are exclusive ornonexclusive; and (v) each Company IP Contract, other than (A) non-disclosure agreements substantially in the form of a Standard Form IPContract, (B) nonexclusive licenses pursuant to Standard Form IP Contracts that have been entered into in the ordinary course of business,and (C) rights granted to contractors or vendors to use Company IP for the sole benefit of the Company or any of its Subsidiaries.

(b) StandardFormIPContracts. The Company has Made Available a true, correct and complete copy of each StandardForm IP Contract.

(c) OwnershipFreeandClear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and itsSubsidiaries exclusively own all right, title and interest to and in the Company IP, free and clear of any Liens (other than Permitted Liens andnon-exclusive licenses entered into in the ordinary course of business), including all Intellectual Property and Intellectual Property Rightsembodied by or incorporated in the Company Products (but excluding Licensed IP). Without limiting the generality of the foregoing:

(i) except as set forth in Section 2.13(c)(i) of the Disclosure Schedule, each Employee or other Person who is orwas involved in the authorship, invention, creation, conception or development of any Intellectual Property or Intellectual Property Rights foror on behalf of the Company or any of its Subsidiaries has entered into a valid and enforceable written agreement to irrevocably assign(subject to 17 U.S.C. § 203(a)) all such Intellectual Property and such Intellectual Property Rights to the Company and its Subsidiaries;

(ii) except as set forth on Section 2.13(c)(ii) of the Disclosure Schedule, no Employee or former employer ofany Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP;

(iii) except as set forth on Section 2.13(c)(iii) of the Disclosure Schedule, no funding, facilities, resources orpersonnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP;

(iv) except as set forth in Section 2.12(c)(iv) of the Disclosure Schedule, the Company and each of itsSubsidiaries have taken all reasonably necessary steps to maintain the confidentiality

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of all proprietary information held by the Company or any of its Subsidiaries, or purported to be held by the Company or any of itsSubsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company or any of its Subsidiaries byany Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed by the Company orits Subsidiaries or has, to the Company’s Knowledge, actually been disclosed to any Person other than pursuant to a written confidentialityContract restricting the disclosure and use of such proprietary information;

(v) Neither the Company nor any of its Subsidiaries have made, directly or indirectly, any commitments,promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises,submissions, suggestions, statements or declarations that would require or obligate the Company or any of its Subsidiaries to grant or offer toany other Person any license or right to any Company IP or otherwise impair or limit the Company or any of its Subsidiaries’ control of anyCompany IP) in each case to any standards-setting bodies, industry groups or other similar organizations (“ Standards Organizations ”), andno patent included in the Company IP (i) is subject to any commitment that would require the grant of any license or other right to any Personor otherwise limit the Company’s control of any Company IP or (ii) has been identified by the Company or, to the Knowledge of theCompany, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization;

(vi) the Company or any of its Subsidiaries owns or otherwise has, and after the Closing will continue to have,all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted by such entity;

(vii) all Company IP will be fully transferable and alienable by the Company or one or more of its Subsidiaries(as applicable) at the Closing without restriction and without payment of any kind to any Person, in each case except as set forth in Section2.13(c)(vii) of the Disclosure Schedule;

(viii) no Company IP is subject to any Action that restricts in any manner the use, offer for sale, sale, license,practice and other exploitation thereof or that would reasonably be expected to have an adverse effect on the use, validity or enforceabilitythereof that would be material to business or operations of the Company or any of its Subsidiaries; and

(ix) the Company or one of its Subsidiaries (as applicable) has the exclusive right to bring an Action against athird party for infringement or misappropriation of the Company IP.

(d) ValidandEnforceable . No trademark (whether registered or unregistered), trade name, domain name or otherwiseprotected designation ( e.g. , worktitle) owned, used, or applied for by the Company or any of its Subsidiaries conflicts or interferes with anytrademark (whether registered or unregistered), trade name or domain name owned, used or applied for by any other Person. To theCompany’s Knowledge and except as set forth on Section 2.13(d) of the Disclosure Schedule, each item of Company IP that is Registered IPis valid, subsisting and enforceable, and at all times has been in material compliance with all Legal Requirements, and all filings, paymentsand other actions required to be made or taken to maintain such item of Company IP in full force and effect have been made by the applicabledeadline, except that no representation or warranty is made with respect to the validity, subsistence, or enforceability of pending applications.To the Company’s Knowledge and except as set forth on Section 2.13(d) of the Disclosure Schedule, there is no basis for a claim that anyCompany IP is invalid or, except for pending applications, unenforceable. Except as set forth in Section 2.13(d) of the Disclosure Schedule,there are no actions that must be taken by the Company or any of its Subsidiaries within six (6) months of the Agreement

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Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates forthe purposes of perfecting, maintaining or renewing any Registered IP. No issuance or registration obtained and no application filed by theCompany or any of its Subsidiaries in connection with the Company IP has been cancelled, abandoned, allowed to lapse or not renewed,except where the Company or its Subsidiary, as applicable, has in its reasonable business judgment decided to cancel, abandon, allow to lapseor not renew such issuance, registration, or application.

(e) Effects of the Mergers . Except as set forth on Section 2.13(e) of the Disclosure Schedule, neither the execution,delivery or performance of this Agreement or any Related Agreement nor the consummation of the Mergers or any of the other Transactionswill, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Lien(other than Permitted Liens) on, any Company IP; (ii) a breach of any Contract listed or required to be listed in Section 2.13(a) of theDisclosure Schedule; (iii) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; (iv) except to theextent contemplated by the Mergers or any of the other Transactions, the grant, assignment or transfer to any other Person of any license orother right or interest under, to or in any of the Company IP or any Intellectual Property or Intellectual Property Rights owned by, or licensedto, Parent or any of its Subsidiaries (other than the Company or any of its Subsidiaries); or (v) payment of any royalties or other license feeswith respect to Intellectual Property Rights of any other Person in excess of those payable by the Company or any of its Subsidiaries in theabsence of this Agreement or the Transactions.

(f) NoThird Party Infringement of Company IP . To the Knowledge of the Company as of the Agreement Date, noPerson has infringed, misappropriated, or otherwise violated, and, to the Knowledge of the Company as of the Agreement Date, no Person iscurrently infringing, misappropriating or otherwise violating, any Company IP. Neither the Company nor any of its Subsidiaries have broughtany Actions alleging (i) infringement, misappropriation or other violation of any Company IP or (ii) breach of any license, sublicense or otheragreement authorizing another party to use any Company IP, and, to the Knowledge of the Company as of the Agreement Date, there do notexist any facts which could currently reasonably be expected to form the basis of any such Action. Neither the Company nor any of itsSubsidiaries have entered into any agreement granting any Person the right to bring infringement actions with respect to, or otherwise toenforce rights with respect to, the Company IP. Section 2.13(f) of the Disclosure Schedule accurately identifies (and the Company has MadeAvailable a true, correct and complete copy of) each letter or other written or electronic communication or correspondence, as of theAgreement Date, that has been sent or otherwise delivered by or to the Company or any of its Subsidiaries or representatives regarding anyactual, alleged or suspected infringement or misappropriation of any Company IP.

(g) UseofLicensedIP. Except as set forth on Section 2.13(g) of the Disclosure Schedule, all Intellectual Property andIntellectual Property Rights that are used, held for use or practiced by the Company or any of its Subsidiaries but are not owned or purportedto be owned by the Company or such Subsidiary, as applicable, are validly licensed to the Company or such Subsidiary, as applicable,pursuant to: (i) a Licensed IP Contract set forth on Section 2.13(a) of the Disclosure Schedule, (ii) a license for Open Source Software listedin Section 2.13(m)(i) of the Disclosure Schedule or (iii) a Non-Negotiated Vendor Contract that has been Made Available. The Company hasvalid written licenses in respect of all Licensed IP of sufficient scope to permit the Company and each of its Subsidiaries to conduct theirbusinesses as currently conducted without infringing or violating the rights of any other Person. Neither the Company nor any of itsSubsidiaries or, to the Knowledge of the Company, any other Person, is in breach of any Licensed IP Contract.

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(h) Sufficiency of IP . The Company IP and the Licensed IP together constitute all of the Intellectual Property andIntellectual Property Rights necessary and sufficient to operate the businesses of the Company and each of its Subsidiaries as currentlyconducted.

(i) NoInfringementofThirdPartyIPRights. Except as set forth in Section 2.5(i) of the Disclosure Schedule, neither theCompany nor any of its Subsidiaries is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated orotherwise violated, any Intellectual Property Right of any other Person, and the conduct of the business of the Company and each of itsSubsidiaries, when conducted by the Company and each of its Subsidiaries in substantially the same manner after the Agreement Date and byParent or its Subsidiaries after the Closing Date, will not infringe, misappropriate or otherwise violate any Intellectual Property Right of anyother Person (including patents issuing on patent applications filed as of the Agreement Date), violate any proprietary right (including rightsof privacy or publicity) of any Person, or constitute unfair competition or trade practices under any Legal Requirement.

(j) NoHarmful Code . None of the Company Software contains any “back door,” “drop dead device,” “time bomb,”“Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the Software industry) or any other code designed or intendedto have, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providingunauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging ordestroying any data or file without the user’s consent (collectively, “ Harmful Code ”).

(k) Company IT Assets . All Software, systems, servers, computers, hardware, firmware, middleware, networks, datacommunications lines, routers, hubs, switches and other information technology equipment used in the operation of the Company’s and eachof its Subsidiaries’ businesses (collectively, the “ Company IT Assets ”) are adequate for, and operate and perform in all material respects inaccordance with their documentation and functional specifications and otherwise as required in connection with, the operation of suchbusinesses.

(l) Security Measures . The Company and each of its Subsidiaries have taken commercially reasonable steps andimplemented reasonable procedures to ensure that the information technology systems used by the Company and its Subsidiaries inconnection with the operation of the businesses of the Company and each of its Subsidiaries are free from any Harmful Code. The Companyand each of its Subsidiaries have commercially reasonable disaster recovery and security plans, procedures and facilities for the businesses ofthe Company and each of its Subsidiaries, and have taken all reasonable steps consistent with (or exceeding) generally recognized industrystandards to safeguard the Company Software and Company IT Assets from unauthorized access, disclosure or use by any Person.

(m) UseofOpenSourceCode.

(i) Section 2.13(m)(i) of the Disclosure Schedule accurately identifies and describes (in the format requestedby Parent) each item of Company Software that is subject to any version of the GNU General Public License, the Affero General PublicLicense, the GNU Lesser General Public License, the Eclipse Public License, the Common Public License, the Mozilla Public License, or anyother license identified as an open source license by the Open Source Initiative (www.opensource.org) (collectively, “ Open SourceSoftware ”) that is or has been included, incorporated or embedded in, linked to, combined, distributed, or made available with, or used in thedelivery or provision of any Company Product and, with respect to those licenses that are “copyleft” or “viral” (the “ Copyleft Licenses ”),the manner in which such Open Source Software is or has been included, incorporated or embodied in, linked to, combined, distributed

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or made available with, or used in the development of any Company Product (such description shall include, without limitation, whether (and,if so, how) the Open Source Software subject to such Copyleft Licenses was modified and/or distributed by the Company or any of itsSubsidiaries).

(ii) Except as disclosed in Section 2.13(m)(ii) of the Disclosure Schedule, neither the Company nor any of itsSubsidiaries has used, modified, or distributed any Open Source Software in a manner that: (i) could reasonably be expected to or doesrequire (or could reasonably be expected to or does condition the use or distribution of such Open Source Software on) the disclosure,licensing or distribution of any source code for any Company IP or any portion of any Company Product other than such Open SourceSoftware; (ii) could reasonably be expected to or does require the licensing or disclosure of any Company IP, or any portion of any CompanyProduct other than such Open Source Software, for the purpose of making derivative works; (iii) could reasonably be expected to or doesotherwise impose any material limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use ordistribute any Company IP, including restrictions on the consideration to be charged for the distribution of any portion of any CompanyProduct; (iv) creates material obligations for the Company or any of its Subsidiaries with respect to Company IP or grants to any Person anyrights or immunities under Company IP; or (v) imposes any other material limitation, restriction or condition on the right of the Company orany of its Subsidiaries to use or distribute any portion of any Company Product.

(iii) Except as disclosed in Section 2.13(m)(iii) of the Disclosure Schedule , the Company and each of itsSubsidiaries have complied with all of the terms and conditions of each applicable license for Open Source Software, including allrequirements pertaining to attribution and copyright notices.

(n) NoLicenseofSourceCode. No source code for any Company IP has been delivered, licensed or made available toany escrow agent or other Person who is not, as of the Agreement Date, an Employee, including under any license for Open Source Software,except for javascript modules that are delivered to end users in source code form in the ordinary course of business (as described on Section2.13(n) of the Disclosure Schedule). Neither the Company nor any of its Subsidiaries have any duty or obligation (whether present,contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or any otherPerson who is not, as of the Agreement Date, an Employee of the Company or any of its Subsidiaries. No event has occurred, and nocircumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery,license or disclosure of any source code for any Company Software to any other Person who is not, as of the Agreement Date, an Employeeof the Company or any of its Subsidiaries (except for the javascript modules described on Section 2.13(n) of the Disclosure Schedule).

(o) Marketing Communications . Recipients of any communications initiated by or for the Company or any of itsSubsidiaries have, to the extent required by applicable Legal Requirements, consented to receive such communications, and the Company andeach of its Subsidiaries and all Persons performing for the Company and each of its Subsidiaries have at all times complied with the federalControlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, state anti-spam laws, and all other Legal Requirementsrelating to marketing, promotion, email harvesting, and the transmission of unsolicited communications.

(p) PrivateData. Section 2.13(p) of the Disclosure Schedule describes the categories of Private Data collected, used, ordisclosed by the Company or any of its Subsidiaries and identifies each Company Database in which Personal Data or other confidential orproprietary data or information presently is maintained by the Company or any of its Subsidiaries, the means by which the Private Data insuch Company Database was collected, the means by which it is used or disclosed, and the security policies that

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have been adopted and maintained with respect to each such Company Database. No breach or violation of any such security policy hasoccurred or is threatened, and there has been no loss, damage or unauthorized or illegal use, disclosure, modification, possession, interception,or other processing of or access to, or other misuse of, any of the Private Data or other data or information in any of the Company Databases.The Company has Made Available all reports prepared by or for the Company or any of its Subsidiaries relating to all data security-relatedaudits of the Company or any of its Subsidiaries performed (in whole or in part) in the twenty-four (24) months prior to the Agreement Date.

(q) Privacy Policies and Privacy Legal Requirements . Section 2.13(q) of the Disclosure Schedule identifies (i) (byeffective date) each Company Privacy Policy that the Company or any of its Subsidiaries has made publicly available (“ Public PrivacyPolicy ”) in effect at any time since the inception of the Company and its Subsidiaries and identifies the period of time during which suchPublic Privacy Policy was in effect and (ii) any other Company Privacy Policy currently in effect. All Company Privacy Policies have beenMade Available. The Company and each of its Subsidiaries at all times has posted the applicable Public Privacy Policy(ies) on each of itswebsites, applications, and other online services (“ Company Sites ”), in a manner readily available to visitors and current and potential usersand in material compliance with all Privacy Legal Requirements. No statement on any Company Product or any Company Site, or in anyCompany Privacy Policy, has been in violation of any Privacy Legal Requirement. The Company and its Subsidiaries have complied in allmaterial respects at all times with all: Company Privacy Policies, all Privacy Legal Requirements, and all filings, registrations andcertifications made with respect to such Privacy Legal Requirements. The execution, delivery and performance of this Agreement and anyRelated Agreements and the consummation of the Transactions will comply with all Company Privacy Policies and Privacy LegalRequirements. The Company and its subsidiaries have full rights, without necessity of separate consent, to transfer to Parent all Private Datacollected or otherwise maintained by or for the Company and its Subsidiaries. The Company has complied at all times with any obligationsrelating to Private Data of any third party under the terms of any Contracts to which the Company or its Subsidiaries is or has been a party.Section 2.13(q) of the Disclosure Schedule accurately identifies (and the Company has Made Available a true, correct, and complete copy of)each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to the Company,any of its Subsidiaries, or any of their representatives regarding any actual, alleged or suspected violation of any Privacy Legal Requirementby the Company, any of its Subsidiaries, or any Person performing for the Company or any of its Subsidiaries, any of the Company’s or anyof its Subsidiaries’ customers or users (to the extent relating to a Company Product or Company Site or any activities of any Personperforming for the Company or any of its Subsidiaries) or any Company Product or Company Site, and provides a brief description of thecurrent status of the matter referred to in such letter, communication or correspondence. As of the Agreement Date, there is not and has notbeen any complaint to, or any audit, proceeding, inquiry, investigation (formal or informal) or Action of or against the Company, any of itsSubsidiaries, or any of their customers (in the case of customers, to the extent relating directly to any Company Product or Company Site orthe practices of the Company or any of its Subsidiaries or any Person performing for the Company or any of its Subsidiaries) by any privateparty, the Federal Trade Commission, any state attorney general or any other Governmental Entity, with respect to the collection, storage,hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or forthe Company or any of its Subsidiaries. To the Knowledge of the Company, as of the Agreement Date there are no facts or circumstances thatwould reasonably be expected to constitute a reasonable basis for such an Action. There has been no Order or government or third-partysettlement affecting in any material respect the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession,interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.

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(r) PrivateDataProcessingAgreements. The Company has Made Available a true, correct and complete copy of eachstandard form of Company Private Data Processing Contract used by the Company and each of its Subsidiaries at any time, including eachstandard form of each of the following, as applicable: (i) data storage or hosting agreements; (ii) agreements involving the purchase, license,use or transfer of Private Data; and (iii) professional services, outsourced services, data processing, or consulting agreements. Section 2.13(r)of the Disclosure Schedule accurately identifies each Company Private Data Processing Contract that deviates in any material respect fromthe corresponding standard form agreement Made Available pursuant to this Section 2.13(r) .

(s) Private Data Protection Practices . Section 2.13(s) of the Disclosure Schedule sets out: (i) a description of thecomplaints process, and a list of all complaints or claims received as of the Agreement Date by the Company and each of its Subsidiaries, orto the Company’s Knowledge, their customers or any other Person in respect of the Private Data collected, used or disclosed by the Companyand each of its Subsidiaries, their customers, or such other Person (in each case to the extent relating to the Company Products or activities byor for the Company or any of its Subsidiaries), to the extent not otherwise specified on Section 2.13(s) of the Disclosure Schedule (excludingcomplaints or claims that are not, and were not at the time of such question or complaint, material to the Company or its Subsidiaries); (ii) ageneral description of the access and security safeguards in place in respect of the Private Data maintained by the Company and each of itsSubsidiaries, including computer security, password protection and physical security and employee training programs with respect tocompliance with Privacy Legal Requirements and Private Data retention and disposal programs; (iii) a description of the process, protocolsand/or technologies used to comply with Do Not Track signals, with consumer opt-outs related to self-regulatory programs, and with otherconsumer preferences; (iv) a general description of the process used by the Company or any of its Subsidiaries towards anonymization,privacy and deletion of Private Data; and (v) a list of the individuals employed by the Company or any of its Subsidiaries who are currentlydesignated as responsible for overseeing the Company Privacy Policies and compliance with Privacy Legal Requirements. The Company andeach of its Subsidiaries has at all times made all disclosures to, and obtained any necessary consents from, users, consumers, customers,employees, contractors, and other applicable Persons to the extent required by applicable Privacy Legal Requirements and has filed anyrequired registrations with the applicable data protection authority so required. A list of such registrations, if any, is set forth in Section2.13(s) of the Disclosure Schedule. Without limiting the generality of the foregoing, the Company and each of its Subsidiaries has providedappropriate notice to, and received affirmative express consent from, all natural persons prior to any Company Product disclosing or makingavailable to any other Person any content that the Company or any of its Subsidiaries has characterized as, or that such person reasonablywould consider, confidential, private, or unsuitable for disclosure to such Persons (including other members of such person’s company ororganization), and the Company and its Subsidiaries have honored all Do Not Track signals and consumer out-opt preferences and have notused Flash cookies, local share objects, “super” cookies or other technologies that re-spawn, have no or unreasonable expiration dates or areotherwise designed to circumvent consumer preferences. The Company and its Subsidiaries only receive Private Data from third-partysources when such third-party sources have obtained all necessary consents and permissions to (i) share such Private Data with the Companyor its Subsidiary, as applicable, and (ii) for the Company or its Subsidiary to use and disclose it in the manner the Company or its Subsidiary,as applicable, has used or disclosed such Private Data. Except as set forth on Section 2.13(s) of the Disclosure Schedule, the Company and itsSubsidiaries do not collect or receive Private Data in, or in connection with the administration or provision of, the Company Products that isfinancial or health data or is considered sensitive data under any Privacy Legal Requirement. Except as set forth on Section 2.13(s) of theDisclosure Schedule, the Company and its Subsidiaries function, and at all times have functioned, solely as data processors (and not as datacontrollers) under Privacy Legal Requirements. Neither the Company nor any of its Subsidiaries, or any Person performing services for theCompany or any of its Subsidiaries, has attempted to append or combine Personal Data with Behavioral

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Data or attempted to reverse engineer Private Data in a manner intended to de-anonymize data. Neither the Company nor any of itsSubsidiaries has used Private Data of a customer to benefit the Company’s algorithms. Neither the Company nor any of its Subsidiaries hasmade any statement to the general public regarding any privacy or information security practices applicable to any Private Data other thanthose made in the Public Privacy Policies specified on Section 2.13(s) of the Disclosure Schedule.

2.14MaterialContracts.

(a) Section 2.14(a) of the Disclosure Schedule identifies, in each subpart that corresponds to the subsection listed below,any Contract, including all amendments and modifications thereto, in effect as of the Agreement Date, (x) to which the Company or any of itsSubsidiaries is a party or (y) by which the Company or any of its Subsidiaries or any of their respective assets is bound (the Contractsdescribed below, whether or not set forth in Section 2.14(a) of the Disclosure Schedule, being referred to herein as the “ Material Contracts”):

(i) that is with (A) a Top Customer or (B) a Top Supplier;

(ii) pursuant to which the Company or any of its Subsidiaries has been appointed a partner, reseller ordistributor or OEM;

(iii) pursuant to which the Company or any of its Subsidiaries has appointed another party as a partner, reseller,or distributor or OEM;

(iv) pursuant to which the Company or any of its Subsidiaries is bound to or has committed to provide anyCompany Product to any third party on a most favored pricing basis or similar terms;

(v) pursuant to which the Company or any of its Subsidiaries is bound to, or has committed to provide orlicense, any Company Product to any third party on an exclusive basis or to acquire or license any product or service on an exclusive basisfrom a third party;

(vi) pursuant to which the Company has an obligation to assign Intellectual Property Rights;

(vii) prohibiting or imposing any material restriction on the right or ability of the Company or any of itsSubsidiaries: (A) to compete with any other Person or to engage in any line of business, market or geographic area, or to sell, license,manufacture or otherwise distribute any of its technology or products, or from providing services, to customers or potential customers or anyclass of customers, in any geographic area, during any period of time, or in any segment of the market; (B) to solicit the employment of, orhire, any potential employees, consultants or independent contractors; (C) to acquire any product, property or other asset (tangible orintangible), or any services, from any other Person, or to sell any product or other asset to or perform any services for any other Person; or (E)to develop or distribute any technology;

(viii) set forth or required to be set forth in Sections 2.13(a) or 2.13(r) of the Disclosure Schedule;

(ix) that is a collectively bargained agreement or similar Contract, including any Contract with any union, workscouncil, personnel delegates or similar labor entity;

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(x) that is with an Employee, trainee, freelancer or temporary worker, except for (A) any Employee offer lettersthat are terminable at-will and do not provide for any severance, separation, or change of control payments or benefits, (B) any Contractentered into with an Employee relating to the grant of a Company Option that is described on Schedule 2.5(d) of the Disclosure Schedule orhas otherwise been Made Available and (C) any Employee Contract that is a Standard Form IP Contract;

(xi) pursuant to which the Company or any of its Subsidiaries have granted outstanding powers of attorney;

(xii) that grants any severance or termination pay or benefits or post-termination payments (in cash orotherwise) to any Employee, contractor, firm or other organization;

(xiii) that is with insurance companies covering healthcare, disability, and pension schemes in force in theCompany or any of its Subsidiaries;

(xiv) that is a Lease Agreement;

(xv) relating to capital expenditures and involving future payments in excess of $25,000 individually or $50,000in the aggregate;

(xvi) relating to the settlement of any Action;

(xvii) relating to (A) the disposition or acquisition of material assets or any material interest in any Person orbusiness enterprise or (B) the acquisition, issuance or transfer of any securities, except in the ordinary course of business;

(xviii) relating to any mortgages, indentures, guarantees, loans or credit agreements, security agreements orother Contracts or instruments relating to Indebtedness or extension of credit or the creation of any Lien (other than a Permitted Lien or anon-exclusive license entered into in the ordinary course of business consistent with past practice) with respect to any asset of the Companyor any of its Subsidiaries;

(xix) involving or incorporating any guaranty, pledge, performance or completion bond, indemnity or suretyarrangement by or for the benefit of the Company or its Subsidiaries (other than Contracts containing indemnity provisions on customaryterms and entered into in the ordinary course of business consistent with past practice);

(xx) creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs orliabilities with another Person that is not the Company or its Subsidiaries;

(xxi) relating to the purchase or sale of any product or other asset by or to, or the performance of any servicesby or for, any Interested Party (other than ordinary course employment offer letters containing no severance, change of control or noticeprovisions (other than as required by applicable Legal Requirements), subscription agreements for Company Common Stock owned by suchInterested Party and option grant and exercise agreements);

(xxii) constituting any (A) prime contract, subcontract, letter contract, purchase order or delivery order executedor submitted to or on behalf of any Governmental Entity or any prime contractor or higher-tier subcontractor of a Governmental Entity, orunder which any Governmental

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Entity or any such prime contractor or subcontractor otherwise has or may acquire any right or interest, or (B) quotation, bid or proposalsubmitted to any Governmental Entity or any proposed prime contractor or higher-tier subcontractor of any Governmental Entity; and

(xxiii) that has a term of more than sixty (60) days and may not be terminated by the Company or any of itsSubsidiaries (without penalty or any post-termination support, maintenance, engineering or similar obligations) within sixty (60) days afterthe delivery of a termination notice by the Company or any of its Subsidiaries;

(xxiv) that provides for the payment or delivery of cash or other consideration in an amount or having a valuein excess of $25,000 in the aggregate; or (II) the performance of services having a value in excess of $50,000 in the aggregate.

(b) The Company has Made Available true, correct and complete copies of all written Material Contracts, including allamendments thereto. Section 2.14(b) of the Disclosure Schedule provides an accurate description of the material terms of any MaterialContract that is not in written form. Each Material Contract is valid and in full force and effect and is enforceable against the Company or anyof its Subsidiaries (as applicable) and, to the Knowledge of the Company, by the Company or any of its Subsidiaries (as applicable) inaccordance with its terms, subject to the Enforceability Limitations. Neither the Company nor any of its Subsidiaries has violated or breached,or committed any default under, any Material Contract, and, to the Knowledge of the Company, no other Person has violated or breached, orcommitted any default under, any such Material Contract. To the Knowledge of the Company, no circumstance or condition exists, or noevent has occurred, that (with or without notice or lapse of time) will, or would reasonably be expected to: (i) result in a violation or breachby the Company or any Subsidiary, or, to the Company’s Knowledge, by the applicable counter-party to any Material Contract, of any of theprovisions of any Material Contract; (ii) give any Person the right to declare a default or exercise any remedy under any Material Contract;(iii) give any Person the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person the right to cancel,terminate or modify any Material Contract. As of the Agreement Date, neither the Company nor any of its Subsidiaries have received anywritten notice or, to the Company’s Knowledge, other communication regarding any actual or possible violation or breach of, or defaultunder, any Material Contract. Neither the Company nor any of its Subsidiaries have affirmatively waived any of its material rights under anyMaterial Contract. No Person has a right set forth in the terms of any Material Contract to renegotiate any amounts paid or payable to theCompany or any of its Subsidiaries under any Material Contract or any other material term or provision of any Material Contract.

(c) Section 2.14(c) of the Disclosure Schedule identifies and provides a brief description (or Company has Made Availablea copy of the most current draft) as of the Agreement Date of each proposed Contract under negotiation as of the Agreement Date that theCompany reasonably expects to constitute a Material Contract hereunder if in effect on the Agreement Date and as to which any written bid,offer, award, proposal, term sheet or similar document has been submitted or received by the Company and each of its Subsidiaries(excluding any Contract contemplated by the Mergers and the Transactions).

2.15EmployeeBenefitPlans.

(a) Schedule. Section 2.15(a)(1) of the Disclosure Schedule contains an accurate and complete list of each currently activeCompany Employee Plan and each currently active Employee Agreement, including any specific Employee Agreement providing severanceor post-termination payments and/or benefits and, except as contained in the standard Company option grant agreement with respect to thegrant of Company Options Made Available, any specific Employee Agreement providing any specific

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obligations in case of change of control of the Company. No Person, other than an Employee, is or was a member or former member of anyCompany Employee Plan. Except as set forth on Section 2.15(a) of the Disclosure Schedule, neither the Company nor any ERISA Affiliatehas made any plan or commitment to establish or enter into any new Company Employee Plan or Employee Agreement, to modify anyCompany Employee Plan or Employee Agreement (except to the extent required by applicable Legal Requirements or to conform any suchCompany Employee Plan or Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previouslydisclosed to Parent in writing, or as required by this Agreement). Section 2.15(a)(2) of the Disclosure Schedule sets forth a table setting forththe name, hiring date, title, supervisor, annual salary or base wages, commissions (both commission target and earned commissions for thecurrent year), bonus (target, maximum and any amounts paid for the current year), overtime classification, organization of working time (fulltime, part time, or temporary), overtime hours and accrued but unpaid vacation balances of each current employee of the Company and eachof its Subsidiaries as of the Agreement Date, and including with respect to any Employees on a leave of absence, the date the leavecommenced, the reason for the leave and the expected date of return to work of such Employee. To the Knowledge of the Company, noemployee listed on Section 2.15(a)(2) of the Disclosure Schedule intends to terminate his or her employment for any reason, other than inaccordance with any employment arrangements as may be provided for in this Agreement. Section 2.15(a)(3) of the Disclosure Schedulecontains an accurate and complete list of all Persons that have a consulting or advisory relationship with the Company or any of itsSubsidiaries.

(b) Documents. The Company and each of its ERISA Affiliates has Made Available (i) correct and complete copies of alldocuments embodying each Company Employee Plan and each Employee Agreement including all amendments thereto, (ii) the three mostrecent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or theCode in connection with each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodicaccounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of materialmodifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all written agreements and contractsrelating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts related to eachCompany Employee Plan, (vi) all material communications to any Employee or Employees relating to any Company Employee Plan and anyproposed Company Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases incompensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company orany of its Subsidiaries, (vii) all correspondence and/or notifications to or from any Governmental Entity relating to any Company EmployeePlan, (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) alldiscrimination tests for each Company Employee Plan for the three most recent plan years, and (x) the most recent IRS determination,opinion, notification or advisory letters, if any, issued with respect to each Company Employee Plan. To the Knowledge of the Company,there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b) which wouldmaterially adversely affect the information contained therein and, in particular, and without limiting the generality of the foregoing, except tothe extent contemplated by the Mergers and the other Transactions contemplated hereby, no promises or commitments have been made toamend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vestingor funding thereunder. No verbal promises or representations have been made to any Employees by the Company or its Subsidiaries toincrease their compensation or to continue their employment for any specific duration.

(c) EmployeePlanCompliance. Except as set forth on Schedule 2.15(c) of the Disclosure Schedule, the Company a nd itsERISA Affiliates have performed all material obligations required

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to be performed by them under, and are in material compliance with, the requirements prescribed by any and all applicable statutory orregulatory Legal Requirements, are not in default or violation of, and the Company has no Knowledge of any default or violation by any otherparty to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in material accordance withits terms and in material compliance with all applicable Legal Requirements, statutes, orders, rules and regulations, including ERISA and theCode. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter(or opinion letter, if applicable) as to its qualified status under the Code and nothing has occurred since the date of such letter that has or isreasonably likely to affect such qualification. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. Thereare no Actions pending or to the Company’s Knowledge threatened or reasonably anticipated (other than routine claims for benefits), againstany Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended,terminated or otherwise discontinued after the Effective Times in accordance with its terms, without liability to Parent, the Company or anyERISA Affiliate (other than ordinary administration expenses or with respect to other benefits, other than bonuses, commissions, payments oramounts due under other compensation or equity plans, that were previously earned, vested or accrued under Company Employee Plans priorto the First Effective Time). There are no audits, inquiries or proceedings pending or to the Company’s Knowledge, threatened, by the IRS,DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate issubject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 ofthe Code. The Company and its ERISA Affiliates have timely made all contributions and other payments required by and due under the termsof each Company Employee Plan and/or pursuant to applicable Legal Requirements.

(d) BonusPlanCompliance. The Company and each of its Subsidiaries is in compliance with all of its bonus, commissionand other compensation plans and has paid any and all amounts required to be paid under such plans, including any and all bonuses andcommissions (or pro rata portion thereof) that may have accrued or been earned through the calendar quarter preceding the Closing Date, andis not liable for any payments, Taxes or penalties for failure to comply with any of the terms or conditions of such plans or the laws governingsuch plans.

(e) No Pension Plan . Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored,participated in, or contributed to, any Pension Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 ofthe Code.

(f) NoSelf-InsuredPlan . Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored,participated in or contributed to any self-insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or contract applies).

(g) MultiemployerandMultiple-EmployerPlan,FundedWelfarePlansandMEWAs. At no time has the Company orany ERISA Affiliate contributed to or been obligated to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neitherthe Company nor any ERISA Affiliate has at any time ever maintained, established, sponsored, participated in or contributed to any multipleemployer plan or to any plan described in Section 413 of the Code, a “funded welfare plan” within the meaning of Section 419 of the Code, ora Multiple Employer Welfare Arrangement, as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA).

(h) NoPost-EmploymentObligations. No Company Employee Plan, Employee Agreement or any International EmployeePlan provides, or reflects or represents any liability to provide,

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post-termination or retiree or post-employment life insurance, health or other employee welfare benefits to any person for any reason, exceptas may be required by COBRA or other applicable Legal Requirements, and neither the Company nor any of its Subsidiaries have everrepresented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or anyother person that such Employee(s) or other person would be provided with post-termination, retiree or post-employment life insurance,health or other employee welfare benefits, except to the extent required by statute or other applicable Legal Requirements. Section 2.15(h) ofthe Disclosure Schedule accurately: (i) identifies each former Employee who is receiving or is scheduled to receive (or whose spouse or otherdependent is receiving or is scheduled to receive) any compensation or benefits (whether from the Company or any of its Subsidiaries orotherwise) relating to such former Employee’s service with the Company or any of its Subsidiaries; and (ii) briefly describes such benefits.

(i) EffectofMergers. Except as set forth on Section 2.15(i) of the Disclosure Schedule, neither the execution and deliveryof this Agreement nor the consummation of the Mergers or the other Transactions (alone or in connection with additional or subsequentevents) or any termination of employment or service in connection therewith will (i) result in any payment or benefit (including severance,golden parachute, bonus or otherwise) becoming due to any Employee, (ii) result in any forgiveness of Indebtedness, (iii) increase anypayments or benefits otherwise payable or to be provided by the Company or any of its Subsidiaries, (iv) result in the acceleration of the timeof payment or vesting of any such payments or benefits except as required under Section 411(d)(3) of the Code or (v) increase the costs to theCompany or any Subsidiary or impose a loss to any Employee under any Company Employee Plan (including but not limited to as a result ofthe termination of any Company Employee Plan following the Closing).

2.16EmploymentMatters.

(a) CompliancewithEmploymentLaws. The Company and each of its Subsidiaries are in material compliance with allapplicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions ofemployment, worker classification, employee classification, Tax withholding, social security contributions withholding, prohibiteddiscrimination, working time, employee representation, equal employment, fair employment practices, immigration status, employee safetyand health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees: (i) haswithheld and reported all amounts required by applicable Legal Requirements or by agreement to be withheld and reported with respect towages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social securitycontributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fundgoverned by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, socialsecurity or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business andconsistent with past practice). There are no actions, suits, claims or administrative matters pending or, to the Company’s Knowledge,threatened against the Company or any of its Subsidiaries relating to any Employee, Employee Agreement or Company Employee Plan.There are no pending or, to the Company’s Knowledge, threatened claims or actions against the Company or any of its Subsidiaries or anytrustee under any worker’s compensation policy or long-term disability policy of the Company or any of its Subsidiaries. Neither theCompany nor any of its Subsidiaries are party to a conciliation agreement, consent decree or other agreement or order with any federal, state,or local agency or governmental authority with respect to employment practices. Except as set forth on Section 2.16(a) of the DisclosureSchedule, the services provided by each of the Company’s and its ERISA Affiliates’ Employees are terminable at the will of the Companyand its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinaryadministration expenses or with respect to other benefits, other

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than bonuses, commissions, payments or amounts due under other compensation or equity plans, that were previously earned, vested oraccrued under Company Employee Plans prior to the First Effective Time). Section 2.16(a) of the Disclosure Schedule lists all liabilities ofthe Company and each of its Subsidiaries to any Employee, that would result from the termination by the Company or any of its Subsidiariesor Parent of such Employee’s employment or provision of services, other than those referred to in Section 2.15(i) or disclosed on Section2.15(i) of the Disclosure Schedule. Neither the Company nor any ERISA Affiliate has direct or, to the Knowledge of the Company, indirect,liability with respect to any misclassification of any person as an independent contractor, intern and/or temporary worker rather than as anemployee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified asexempt from overtime wages.

(b) Labor . No strike, labor dispute, slowdown, concerted refusal to work overtime, or work stoppage or labor strikeagainst the Company or any of its Subsidiaries is pending, or to the Knowledge of the Company, threatened, or reasonably anticipated. TheCompany has no Knowledge of any activities or proceedings of any labor union to organize any Employees. There are no Actions, labordisputes or grievances pending or, to the Company’s Knowledge, threatened relating to any labor matters involving any Employee, includingcharges of unfair labor practices. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within themeaning of the National Labor Relations Act or similar Legal Requirement. Neither the Company nor any of its Subsidiaries is presently, norhas it been in the past, a party to, or bound by, any collective bargaining agreement, works council, union or similar contract with respect toEmployees and no such agreement is being negotiated by the Company or any of its Subsidiaries. Neither the Company nor any Subsidiaryhas taken any action that would constitute a "plant closing" or "mass layoff" within the meaning of the WARN Act or similar state or locallaw, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liabilityor obligation under WARN or any similar state or local law that remains unsatisfied. No terminations prior to the Closing would trigger anynotice or other obligations under the WARN Act or similar state or local law.

(c) No Interference or Conflict . To the Knowledge of the Company, no stockholder, director, officer, Employee orconsultant of the Company or any of its Subsidiaries is obligated under any contract or agreement or subject to any judgment, decree or orderof any court or administrative agency that would interfere with such person’s ability to promote the interests of the Company and each of itsSubsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s and each of its Subsidiaries’business as presently conducted nor any activity of such officers, directors, Employees or consultants in connection with the carrying on ofthe Company’s and each of its Subsidiaries’ business as presently conducted will, to the Knowledge of the Company, conflict with or result ina breach of the terms, conditions, or provisions of, or constitute a default under, any Contract under which any of such officers, directors,Employees, or consultants is now bound.

2.17 Governmental Authorizations . Each material notification, consent, license, permit, grant or other authorization issued orgranted by a Governmental Entity (a) pursuant to which the Company and each of its Subsidiaries currently operates or (b) which is requiredfor the operation of the Company’s and each of its Subsidiaries’ business as currently conducted (collectively, “ Company Authorizations ”)has been issued or granted by a Governmental Entity to the Company or its Subsidiaries, as the case may be. The Company Authorizationsare in full force and effect and constitute all Company Authorizations required by applicable Legal Requirements to permit the Company andeach of its Subsidiaries to operate or conduct its businesses or hold any interest in its properties or assets material to the conduct of itsbusinesses, and, to the Knowledge of the Company, none of the Company Authorizations is subject to any term, provision, condition orlimitation which may adversely change or terminate such Company Authorizations by virtue

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of the completion of the Mergers. The Company and each of its Subsidiaries for the past three (3) years have been in compliance in allmaterial respects with the terms and conditions of the Company Authorizations.

2.18Litigation. Except as set forth on Section 2.18 of the Disclosure Schedule, there is no Action pending or, to the Knowledge ofthe Company, threatened, against the Company, any of its Subsidiaries, its properties, assets (tangible or intangible), or, to the Knowledge ofthe Company, any of its officers or directors (in their capacities as such), nor, to the Knowledge of the Company, is there any reasonable basistherefor. Except as set forth on Section 2.18 of the Disclosure Schedule, no Governmental Entity has delivered written notice to the Companyor any of its Subsidiaries challenging or questioning the Company or any of its Subsidiaries with respect to the legal right of the Company orany of its Subsidiaries to conduct their operations as presently or previously conducted. Except as set forth on Section 2.18 of the DisclosureSchedule, there is no Action pending or, to the Knowledge of the Company, threatened against any Person who has a contractual right or aright pursuant to Delaware Law to indemnification from the Company or any of its Subsidiaries related to facts and circumstances existingprior to the Closing, nor, to the Knowledge of the Company, is there any reasonable basis therefor.

2.19Insurance. Section 2.19 of the Disclosure Schedule lists all insurance policies (by policy number, insurer, annual premium,expiration date and amount and scope of coverage) held by the Company and its Subsidiaries, copies of which have been Made Available toParent. Except as set forth on Schedule 2.19 of the Disclosure Schedule, there is no claim pending under any of such policies or bonds as towhich coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable underall such policies and bonds have been timely paid and the Company and its Subsidiaries are otherwise in material compliance with the termsof such policies and bonds. All such policies and bonds remain in full force and effect, and the Company has no Knowledge of any threatenedtermination of, or material premium increase with respect to, any of such policies. The Company and its Subsidiaries have never maintained,established, sponsored, participated in or contributed to any self-insurance plan.

2.20CompliancewithLegalRequirements.

(a) General . Except as is not material, the Company and each of its Subsidiaries have complied with all LegalRequirements and are not in violation of any Legal Requirement. As of the Agreement Date, neither the Company nor any of its Subsidiarieshave received any written notices of suspected, potential or actual material violation with respect to any Legal Requirement.

(b) ExportControlLaws. The Company and each of its Subsidiaries have at all times conducted its export and re-exporttransactions in accordance in all material respects with (x) all applicable U.S. export and re-export control Legal Requirements, including theExport Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by theTreasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department ofState, and (y) all other applicable import/export controls in other countries in which the Company and each of its Subsidiaries conductbusiness. Without limiting the foregoing, (i) the Company and each of its Subsidiaries have obtained all export and import licenses, licenseexceptions and other consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations and filings with anyGovernmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases oftechnologies and software to foreign nationals located in the United States and abroad (“ Export Approvals ”); (ii) the Company and each ofits Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals; (iii) as of the Agreement Date,there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any of its Subsidiaries with respect to suchExport Approvals or export or re-export transactions; (iv) no Export Approvals for the

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transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtainedexpeditiously without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correctand complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software andtechnologies.

(c) Anticorruption Laws . The Company and each of its Subsidiaries (including any of its officers, directors, agents,Employees or, to the Knowledge of the Company, other Person associated with or acting on their behalf) has not, directly or indirectly, (a)taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulationsthereunder, or any similar anti-corruption or anti-bribery Legal Requirements (including the United Kingdom Bribery Act of 2010) applicableto the Company or any Company Subsidiary in any jurisdictions other than the United States (in each case, as in effect at the time of suchaction) (collectively, the “ Anti-Corruption Requirements ”), (b) used any corporate funds for unlawful contributions, gifts, entertainmentor other unlawful expenses relating to political activity, (c) made, offered or authorized any unlawful payment to foreign or domesticgovernment officials or employees, whether directly or indirectly, or (d) made, offered or authorized any bribe or unlawful rebate, payoff,influence payment, kickback or other similar unlawful payment, whether directly or indirectly. The Company has established internal controlsand procedures designed to ensure compliance with the Anti-Corruption Requirements.

(d) EnvironmentalLaws. Neither the Company nor any of its Subsidiaries have released any amount of any HazardousMaterial. To the Knowledge of the Company, no Hazardous Materials are present in, on or under any property, including the land and theimprovements, ground water and surface water thereof, that the Company and its Subsidiaries have at any time owned, operated, occupied orleased. Neither the Company nor any of its Subsidiaries have transported, stored, used, manufactured, disposed of, released or, to theKnowledge of the Company, exposed their employees or others to Hazardous Materials in violation of any Legal Requirement or in a mannerthat would reasonably be expected to result in material liability to the Company or any of its Subsidiaries, nor have the Company or any of itsSubsidiaries disposed of, transported, sold, or manufactured any product containing a Hazardous Material (any or all of the foregoing beingcollectively referred to herein as “ Hazardous Materials Activities ”) in violation of any rule, regulation, treaty or statute promulgated byany Governmental Entity to prohibit, regulate or control Hazardous Materials or any Hazardous Materials Activity.

2.21InterestedPartyTransactions. Except as set forth on Section 2.21 of the Disclosure Schedule, no officer, director or, to theKnowledge of the Company, any other stockholder or employee of the Company (nor, to the Company’s Knowledge, any immediate familymember of any of such Persons, or any trust, partnership or corporation in which any of such Persons has or has had an interest or isotherwise Affiliated with) (each, an “ Interested Party ”), has, or has had directly or indirectly, (i) any interest in any Person which furnishedor sold, or furnishes or sells, services, products, technology or Intellectual Property Rights that the Company or any of its Subsidiaries furnishor sell, or propose to furnish or sell, or (ii) any interest in any Person that purchases from or sells or furnishes to the Company or any of itsSubsidiaries, any goods or services, or (iii) any interest in, or is a party to, any Contract to which the Company or any of its Subsidiaries is aparty, other than, in each of cases (i)-(iii), employment arrangements and agreements related to Company Options between the Company andsuch Interested Party that have been Made Available to Parent; provided , however , that ownership of no more than one percent (1%) of theoutstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any Person” for purposes of this Section2.21 . Notwithstanding the foregoing, no disclosure will be required under this Section 2.21 with respect to any interest or arrangement of thetype described in the preceding sentence held by or involving any portfolio companies of any venture capital, private equity or angel investorin the Company who are not Continuing Employees to the extent such interests or arrangements were entered into or are otherwise subject

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to arms-length, commercially reasonable terms negotiated in the ordinary course of business consistent with past practice. Except asotherwise set forth in the Certificate of Incorporation or bylaws of the Company or its Subsidiaries, there are no Contracts with regard tocontribution or indemnification between or among any of the Stockholders to which the Company or any Subsidiary is a party. Alltransactions pursuant to which any Interested Party has purchased any services, products, technology or Intellectual Property Rights from, orsold or furnished any services, products, technology or Intellectual Property Rights to, the Company or any of its Subsidiaries have been onan arms-length basis on terms no less favorable to the Company or such Subsidiary than would be available from an unaffiliated party.

2.22BooksandRecords. Except as set forth on Section 2.22 of the Disclosure Schedule, the minute books of the Company andeach of its Subsidiaries have been Made Available, are complete and up-to-date in all material respects, and have been maintained in allmaterial respects in accordance with sound and prudent business practice. The minutes of the Company and each of its Subsidiaries contain,in all material respects, true, correct and complete records of all material actions taken, and summaries of all meetings held, by the respectivestockholders and the Board of Directors of the Company (and any committees thereof) since the time of incorporation of the Company andeach of its Subsidiaries, as the case may be. The Company and each of its Subsidiaries have made and kept business records, financial booksand records, personnel records, ledgers, sales accounting records, Tax records and related work papers and other books and records(collectively, the “ Books and Records ”) that are true, correct and complete in all material respects and accurately and fairly reflect, in allmaterial respects, the business activities of the Company and each of its Subsidiaries. Neither the Company nor any of its Subsidiaries haveengaged in any material transaction, maintained any bank account or used any corporate funds except as reflected in its normally maintainedBooks and Records. At the Closing, the minute books and other Books and Records will be in the possession of the Company.

2.23 Brokers Fees . Other than as set forth on Section 2.23 of the Disclosure Schedule, neither the Company nor any of itsSubsidiaries have incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, feesrelated to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transactioncontemplated hereby, nor will Parent or the Surviving LLC incur, directly or indirectly, any such liability based on arrangements made by oron behalf of the Company or any of its Subsidiaries.

2.24TopCustomersandTopSuppliers.

(a) Section 2.24(a) of the Disclosure Schedule contains a true and correct list of the top twenty five (25) currently activedistributors, licensees or other customers of Company Products by revenues generated in connection with such customers for the 12 monthperiod ending on the Balance Sheet Date (each such customer, a “ Top Customer ”). As of the Agreement Date, neither the Company norany of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge(without inquiry or investigation), that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationshipwith the Company or any of its Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions or otherwise, or(ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services fromthe Company or any of its Subsidiaries consistent with past custom and practice.

(b) Section 2.24(b) of the Disclosure Schedule contains a true and correct list of the top twenty five (25) currently activesuppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume ofsales and purchases, respectively, for the 12 month period ending on the Balance Sheet Date (each such supplier, a “ Top Supplier ”). As of

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the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice,nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier (i) intends to cancel, or otherwise materiallyand adversely modify its relationship with the Company and its Subsidiaries (whether related to payment, price or otherwise) on account ofthe Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable tosupply goods or services to the Company or any of its Subsidiaries consistent with past custom and practice.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS

Each of Parent and the Merger Subs hereby represents and warrants to the Company as follows:

3.1OrganizationandStanding . Each of Parent and Merger Sub I is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Delaware. Merger Sub II is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware. Parent has the requisite corporate power to own, lease and operate its assets and propertiesand to carry on its business as currently conducted. Each of Parent and each Merger Sub is duly qualified or licensed to do business and ingood standing as a foreign corporation in each other jurisdiction in which the character or location of its assets or properties (whether owned,leased or licensed) or the nature of its business make such qualification or license necessary to Parent’s or such Merger Sub’s business ascurrently conducted, other than to the extent that a failure be so qualified or licensed in any such other jurisdiction would not have a ParentMaterial Adverse Effect. Each Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreementand has not engaged in any business activities, conducted any operations or incurred any liabilities other than in connection with thetransactions contemplated by this Agreement. Parent owns beneficially and of record all outstanding capital stock or membership interests ofthe Merger Subs, and no other Person holds any capital stock or membership interests of either Merger Sub nor has any rights to acquire anyinterest in either Merger Sub.

3.2 Authority and Enforceability . Parent and each Merger Sub has all requisite corporate or limited liability company, asapplicable, power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate theMergers and the other Transactions. The execution and delivery by Parent and each Merger Sub of this Agreement and any RelatedAgreements to which it is a party and the consummation of the Mergers and the other Transactions have been duly authorized by allnecessary corporate and other action on the part of Parent and each Merger Sub. This Agreement and any Related Agreements to whichParent and/or the Merger Subs are a party have been duly executed and delivered by Parent and each Merger Sub and constitute the valid andbinding obligations of Parent and the Merger Subs, enforceable against each of Parent and the Merger Subs in accordance with their terms,subject to the Enforceability Limitations.

3.3GovernmentalApprovalsandConsents. No consent, waiver, approval, Order or authorization of, or registration, declaration orfiling with, any Governmental Entity is required by or with respect to Parent or either Merger Sub in connection with the execution anddelivery of this Agreement and any Related Agreements to which Parent or either Merger Sub is a party or the consummation of the Mergersand the other Transactions, except for (a) such consents, waivers, approvals, Orders, authorizations, registrations, declarations and filings asmay be required under applicable securities laws and state “blue sky” laws, (b) such consents, notices, waivers, approvals, orders,authorizations, registrations, declarations and filings as may be required under the HSR Act, (c) the filing of the Certificates of Merger withthe Secretary

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of State of the State of Delaware, and (d) such other consents, waivers, approvals, Orders, authorizations, registrations, declarations andfilings which, if not obtained or made, would not reasonably be expected to have a Parent Material Adverse Effect.

3.4NoConflicts. Assuming compliance with the regulatory measures, if any, described in Section 3.3 hereto, the execution anddelivery by Parent and the Merger Subs of this Agreement and any Related Agreement to which Parent or any of its Subsidiaries is a party,and the consummation of the Mergers or any other Transactions, will not conflict with or result in any violation of or default under (with orwithout notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation orloss of any benefit under (a) any provision of the organizational documents of Parent and the Merger Subs, as amended, (b) any Contract towhich Parent, either of the Merger Subs or any of its other Subsidiaries is a party or by which any of their respective properties or assets isbound or (c) any Legal Requirement or Order applicable to Parent, either of the Merger Subs or any of its other Subsidiaries or any of theirrespective properties or assets (whether tangible or intangible).

3.5SECReportsandFinancialStatements.

(a) Parent has filed all forms, reports and documents required to be filed by it with the SEC since April 14, 2009. A true andcomplete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Parent with the SECsince April 14, 2009 and prior to the Agreement Date (the “ Parent SEC Documents ”) is available on the Web site maintained by the SECat http://www.sec.gov, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filingdates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as thecase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents.

(b) The financial statements of Parent included in the Parent SEC Documents complied as to form in all material respectswith the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistentbasis throughout the periods indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in thecase of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented in all materialrespects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidatedresults of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurringyear-end audit adjustments).

3.6TotalStockConsideration. The Parent Common Stock to be issued by Parent as part of the Total Consideration has been dulyauthorized, and upon consummation of the First Merger and the issuance of such shares of Parent Common Stock pursuant to and inaccordance with the terms hereof, will be validly issued, fully paid and non-assessable, and will be free of restrictions on transfer, other thanthe restrictions set forth in this Agreement, the Lock-Up Agreements and the Joinder Agreements and under applicable state and federal LegalRequirements.

3.7CashResources. At the First Effective Time, Parent will have sufficient cash resources to pay the Total Cash Considerationpursuant to this Agreement.

3.8BrokersFees. None of Parent or either Merger Sub have incurred, nor will they incur, directly or indirectly, any liability forbrokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges inconnection with the Agreement

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or any transaction contemplated hereby, nor will Parent or the Surviving LLC incur, directly or indirectly, any such liability based onarrangements made by or on behalf of Parent or either Merger Sub.

ARTICLE IV CONDUCT OF COMPANY BUSINESS

DURING PENDENCY OF TRANSACTION

4.1AffirmativeObligations. During the period from the Agreement Date and continuing until the earlier of the valid termination ofthis Agreement pursuant to Section 9.1 or the First Effective Time (such period, the “ Pre-Closing Period ”), except as expresslycontemplated by this Agreement or to the extent that Parent shall otherwise consent in writing, the Company shall conduct the business ofCompany and its Subsidiaries in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted(including maintaining working capital and cash management practices, collecting receivables, paying payables (including the writing andmailing of checks with respect thereto) and booking sales), pay all Taxes of the Company and its Subsidiaries when due (subject to Parent’sreview and consent to the filing of Tax Returns, as set forth in Section 4.2(p) ), pay or perform all other obligations of the Company and itsSubsidiaries when due (including the timely withholding, collecting, remitting and payment of all Taxes required under Legal Requirement),and, to the extent consistent with such business, use commercially reasonable efforts to preserve intact the present business organizations ofthe Company and its Subsidiaries, keep available the services of, and not give notice of revocation or termination to any of, the presentofficers and Employees of the Company and its Subsidiaries (other than terminations of non-officer Employees for cause), preserve the assets(including intangible assets) and properties of the Company and its Subsidiaries and preserve the relationships of the Company and itsSubsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal ofpreserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Times.

4.2 Forbearance . In furtherance and not in limitation of Section 4.1 , during the Pre-Closing Period, except as expresslycontemplated by this Agreement, as expressly set forth in Section 4.2 of the Disclosure Schedule or otherwise consented to in advance byParent, the Company shall not (and shall ensure that each of its Subsidiaries shall not):

(a) cause or permit any modifications, amendments or changes to the Charter Documents or the organizational documentsof any of its Subsidiaries;

(b) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respectof any Company Capital Stock or the capital stock of any of its Subsidiaries, or split, combine or reclassify any Company Capital Stock or thecapital stock of any of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution forshares of Company Capital Stock or the capital stock of any of its Subsidiaries, or directly or indirectly repurchase, redeem or otherwiseacquire any shares of Company Capital Stock or the capital stock of any of its Subsidiaries (or options, warrants or other rights convertibleinto, exercisable or exchangeable for Company Common Stock or the capital stock of any of its Subsidiaries), except in accordance with theagreements evidencing Company Options or Company Notes outstanding and as in effect on the Agreement Date;

(c) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose thepurchase of, any Company Capital Stock or the capital stock of any of its Subsidiaries or equity-based awards (whether payable in cash, stockor otherwise) or any securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, or

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other agreements or commitments of any character obligating any of them to issue or purchase any such shares or other convertible securities,or amend, accelerate the vesting of, adjust or modify any Company Securities, except for the issuance of Company Capital Stock pursuant to(i) Company Notes or (ii) the exercise of Company Options outstanding as of the Agreement Date in accordance with their terms as in effecton the Agreement Date;

(d) form, or enter into any commitment to form, a subsidiary, or acquire, or enter into any commitment to acquire, aninterest in any corporation, association, joint venture, partnership or other business entity or division thereof;

(e) make or agree to make any capital expenditure or commitment exceeding $25,000 individually or $50,000 in theaggregate;

(f) acquire or agree to acquire or dispose or agree to dispose of any assets of the Company or any of its Subsidiaries or anybusiness enterprise or division thereof outside the ordinary course of the business of the Company or any of its Subsidiaries consistent withpast practice;

(g) modify or remove any Company Privacy Policy, or publish or make available any new Company Privacy Policy;

(h) enter into any agreement, contract or commitment for the (i) sale, lease, license or transfer of any Company IP or anyagreement, contract or commitment or modification or amendment to any agreement with respect to Company IP with any Person,(ii) purchase or license of any Intellectual Property or Intellectual Property Rights or execution, modification or amendment of any agreementwith respect to the Intellectual Property or Intellectual Property Rights of any Person, except in the ordinary course of business consistentwith past practice, or (iii) change in pricing or royalties set or charged by the Company or any of its Subsidiaries to their customers orlicensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights to the Company or any of itsSubsidiaries;

(i) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring,recapitalization or other reorganization of the Company or of its Subsidiaries;

(j) incur any Indebtedness (other than the obligation to reimburse employees for travel and business expenses orindebtedness incurred in connection with the purchase of goods and services, each in the ordinary course of the Company’s businessconsistent with past practices), issue or sell any debt securities, create a Lien (other than a Permitted Lien or a non-exclusive license enteredinto in the ordinary course of business consistent with past practice) over any asset of the Company or any of its Subsidiaries or amend theterms of any outstanding loan agreement;

(k) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) forthe obligations of any other Person (excluding indemnity provisions on customary terms in Standard Form IP Contracts entered into in theordinary course of business consistent with past practice and not otherwise in violation of this Section 4.2 );

(l) make any loan to any Person (except for advances to employees for reasonable business travel and expenses in theordinary course of business consistent with past practice), purchase debt securities of any Person or guarantee any Indebtedness of anyPerson;

(m) commence or settle any Action or threat of any Action by or against the Company or any of its Subsidiaries or relatingto any of their respective businesses, properties or assets (other than

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routine collections proceedings against customers in the ordinary course of business consistent with past practice);

(n) pay, discharge, release, waive or satisfy any claims, rights or liabilities, other than the payment, discharge or satisfactionin the ordinary course of business consistent with past practice of liabilities reflected on the Current Balance Sheet or incurred in the ordinarycourse of business consistent with past practice after the Balance Sheet Date or Third Party Expenses;

(o) adopt or change accounting methods or practices (including any change in depreciation or amortization policies or ratesor any change to practices that would impact the methodology for recognizing revenue) other than as required by GAAP;

(p) make or change any material Tax election, adopt or change any Tax accounting method, enter into any agreement inrespect of Taxes, settle any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any materialTax claim or assessment, make or request any Tax ruling, enter into any Tax sharing or similar agreement or arrangement (other than acommercial agreement entered into in the ordinary course of business consistent with past practice, such as a lease or an agreement with acustomer or supplier, the principal purpose of which is not the sharing or allocation of Taxes), enter into any transactions giving rise todeferred gain or loss, amend any Tax Return, or file any income Tax Return required to be submitted to Parent for its review in accordancewith Section 7.1 ;

(q) adopt, amend or terminate, or start a termination process of, any Company Employee Plan or any Employee Agreement,including any indemnification agreement (other than as required by Applicable Law;

(r) hire any Person or terminate any Current Employee;

(s) increase or make any other change that would result in increased cost to the Company or any of its Subsidiaries withrespect to the salary, wage rate, incentive compensation opportunity (including bonuses and commission payments), employment status, titleor other compensation (including equity based compensation whether payable in cash, Company Securities or any other Property) payable orto become payable by the Company or any of its Subsidiaries to any Employee;

(t) make any declaration, payment, amendment, commitment or obligation of any kind for the payment (whether in cash,equity or otherwise) of a severance payment or other change in control payment, termination payment, bonus, special remuneration or otheradditional salary or compensation (including equity based compensation) to any Employee;

(u) cancel, amend (other than in connection with the addition of customers and suppliers to such insurance policies fromtime to time in the ordinary course of business consistent with past practices) or fail to renew (on substantially similar terms) any insurancepolicy of the Company or any of its Subsidiaries;

(v) send any written communications (including electronic communications) to Employees regarding this Agreement or theTransactions or make any representations or issue any communications (including electronic communications) to Employees that, in eachcase, are inconsistent with this Agreement or the Transactions, including any representations regarding offers of employment from Parent or aSubsidiary of Parent;

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(w) (i) terminate, amend, waive, or modify in any material manner relative to such Material Contract or the Company’s orany of its Subsidiaries’ businesses or operations, or violate, the terms of any Material Contract, or (ii) enter into any Contract which wouldhave constituted a Material Contract had such Contract been entered into prior to the Agreement Date;

(x) except as required by applicable Legal Requirements, convene any regular or special meeting (or any adjournment orpostponement thereof) of the Stockholders;

(y) discount any accounts receivable of the Company or any of its Subsidiaries, or accelerate the collection of any accountsreceivable or delay the payment of any accounts payable, outside the ordinary course of business consistent with past practice; or

(z) take, commit, or agree in writing or otherwise to take, any of the actions described in the foregoing clauses of thisSection 4.2 , or any other action that would prevent the Company or any of its Subsidiaries from performing, or cause the Company or any ofits Subsidiaries not to perform, their respective covenants or agreements hereunder.

ARTICLE V ADDITIONAL AGREEMENTS

5.1Non-SolicitationofCompetingAcquisitionProposals.

(a) Terminationof PendingDiscussions . The Company shall immediately cease and cause to be terminated any suchnegotiations, discussions or agreements (other than with Parent) regarding any Alternative Transaction.

(b) Non-Solicitation of Competing Acquisition Proposals . During the Pre-Closing Period, the Company and itsStockholders shall not, and shall not permit any of their directors, officers or other employees, Affiliates, agents, or representatives, includingtheir financial, legal or accounting advisors (together, “ Company Representatives ”), to take any action, directly or indirectly (i) to solicit,initiate, seek, knowingly encourage, or support any inquiry, proposal or offer from, (ii) furnish any information regarding the Company orany of its Subsidiaries (other than in connection with the sale of products and services in the ordinary course of business consistent with pastpractice or license of intellectual property in connection therewith) to, (iii) participate in any discussions or negotiations with, or enter intoany agreement of any kind (whether binding or non-binding) with, any Person (other than Parent and its directors, officers or otheremployees, Affiliates, agents, or representatives, including their financial, legal or accounting advisors (together, “ Parent Representatives”) acting in their capacities as such) (each, a “ Third Party ”) regarding (A) any acquisition of all or any material portion of the business,properties, assets or technologies of the Company or any of its Subsidiaries, or any amount of Company Capital Stock or the capital stock ofany of its Subsidiaries (whether or not outstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock,tender or exchange offer, license or otherwise, (B) any joint venture or other strategic investment in or involving the Company or any of itsSubsidiaries (other than an ongoing commercial or strategic relationship in the ordinary course of business consistent with past practice),including any new financing, investment round or recapitalization of the Company, (C) the employment of all or substantially all of theEmployees or (D) any other similar transaction involving the Company or any of its Subsidiaries that is not in the ordinary course of businessconsistent with past practice (each, an “ Alternative Transaction ”); or (iv) disclose any information not customarily disclosed to any personconcerning the business, properties, assets or technologies of the Company or any of its Subsidiaries, or afford to any Person access to itsproperties, assets, technologies, books or records, not customarily afforded such access.

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(c) NoticeofCompetingAcquisitionProposals . In the event that any Company or any Company Representative shallreceive, during the Pre-Closing Period, any inquiry, offer, proposal or indication of interest regarding a potential Alternative Transaction orthat could reasonably lead to an Alternative Transaction, or any request for disclosure of information or access of the type referenced inclause (b)(ii) above, the Company shall promptly (but in any event, within 48 hours) notify Parent thereof, which notice shall indicatewhether the aggregate consideration proposed in such inquiry, offer, proposal or indication of interest is greater than or less than the TotalConsideration. For the avoidance of doubt, the Company shall not be required to (i) notify Parent of the identity of the party making any suchinquiry, offer, proposal, indication of interest or request, or the specific terms of such inquiry, offer, proposal, indication or request, as thecase may be, or (ii) provide a copy of any written material or electronic communications received from such third party.

(d) Actions of Representatives . The parties hereto understand and agree that any violation of the restrictions set forthabove by any Company Representative shall be deemed to be a breach of this Agreement by the Company.

(e) SpecificPerformance. The parties hereto agree that irreparable damage would occur in the event that the provisions ofthis Section 5.1 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by theparties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy ofmoney damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of thisSection 5.1 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, thisbeing in addition to any other remedy to which Parent may be entitled at law or in equity.

5.2StockholderApproval.

(a) RequisiteStockholderApproval. Immediately following the execution of this Agreement, the Company shall solicitwritten consent from certain of its Stockholders in the form attached hereto as Exhibit E (the “ Stockholder Written Consent ”), and shalldeliver the Stockholder Written Consent, with votes sufficient to achieve the Requisite Stockholder Approval, to Parent within two (2) hoursof the execution of this Agreement. The Company shall promptly deliver to Parent a copy of each executed Stockholder Written Consentupon receipt thereof from any Stockholder pursuant to such solicitation. It is anticipated that, promptly after the execution of this Agreement,the Company will receive Stockholder Written Consents from Stockholders pursuant to the preceding solicitation that are sufficient to fullyand irrevocably deliver the Requisite Stockholder Approval. Promptly upon obtaining the Requisite Stockholder Approval, the Companyshall prepare and, as soon as reasonably practicable, send to all Stockholders on the record date for the Stockholder Written Consents who didnot execute a Stockholder Written Consent, a Stockholder Written Consent, a Joinder Agreement and a Lock-Up Agreement, and all othernotices required pursuant to Delaware Law and the Company shall use its reasonable best efforts to cause each such Stockholder to executeand deliver such Stockholder Written Consent, Joinder Agreement and Lock-Up Agreement to Parent. Such materials submitted to theStockholders in connection with such Stockholder Written Consents, Joinder Agreements and Lock-Up Agreements shall (i) include aninformation statement regarding the Company, the terms of this Agreement, and the Mergers, (ii) the unanimous recommendation of theCompany’s Board of Directors that the Stockholders should approve this Agreement, the Mergers and the other Transactions, (iii) such otherinformation as Parent and the Company may mutually agree is required or advisable under applicable Legal Requirements, including thenotice contemplated by Section 262 of the DGCL and (iv) be subject to reasonable review, comment and approval in all respects by Parentprior to its submission to any Stockholder (the “ Information Statement ”). Each party agrees that information supplied

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by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to theStockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any materialfact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading.The parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable LegalRequirements. Notwithstanding the foregoing terms of this Section 5.2(a) , the Information Statement shall not contain, and Parent shall notbe required to provide, any non-public information of or regarding Parent, its Subsidiaries, or its or its Subsidiaries’ businesses, assets,liabilities, financial condition, results of operations or projections. The Board of Directors of the Company shall not alter, modify, change orrevoke the Company Recommendation.

(b) 280GApprovals. The Company shall submit to the Stockholders for approval (in a form and manner satisfactory toParent), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits thatseparately or in the aggregate, constitute “parachute payments” (which determination shall be made by the Company and shall be subject toreview and approval by Parent) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) (the “ Section280G Payments ”), such that such 280G Payments shall not be deemed to be “parachute payments” under Section 280G of the Code. Prior tothe Closing, the Company shall deliver to Parent evidence satisfactory to Parent that a Stockholder vote was solicited in conformance withSection 280G and the regulations promulgated thereunder and that (i) the requisite Stockholder approval was obtained with respect to anypayments and/or benefits that were subject to the Stockholder vote (the “ 280G Approval ”), or (ii) the 280G Approval was not obtained andas a consequence, that such “parachute payments” shall not be made or provided pursuant to the 280G Waivers, which were duly executed bythe affected individuals prior to the date of solicitation of the 280G Approval.

5.3GovernmentalApprovals.

(a) Subject to the terms of Section 5.3(b) , each of the Company and Parent shall promptly execute and file, or join in theexecution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval,waiting period expiration or termination, or consent of any Governmental Entity that may be reasonably required to consummate the Mergersand other Transactions as promptly as possible after the execution of this Agreement. Each of the Company and Parent shall use itscommercially reasonable efforts to obtain all such authorizations, approvals, waiting period expirations or terminations, and consents. To theextent permitted by applicable Legal Requirements, each of the Company and Parent shall promptly inform the other of any materialcommunication between the Company or Parent (as applicable) and any Governmental Entity regarding the Mergers and the otherTransactions. If the Company or Parent or any Affiliate thereof shall receive any formal or informal request for supplemental information ordocumentary material from any Governmental Entity with respect to the Mergers or any other transaction contemplated by this Agreement,then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a reasonable response incompliance with such request. Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shallconsider in good faith the views of the other.

(b) Notwithstanding anything in this Section 5.3 or in Section 5.4 , Parent shall not be required to agree to or effect (i) anylicense, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of anybusiness, assets or properties of Parent, its Subsidiaries or Affiliates or of the Company or any of its Subsidiaries, (ii) the imposition of anylimitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or any of its Subsidiaries to conduct their respectivebusinesses or own any capital stock or assets or to acquire, hold or exercise full

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rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company or any of its Subsidiaries, or(iii) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or any of its Subsidiaries under any LegalRequirement governing competition, monopolies or restrictive trade practices (any such action described in (i), (ii) or (iii), an “ Action ofDivestiture ”). Nothing set forth in this Agreement shall require Parent or the Company to litigate with any Governmental Entity.

(c) Parent shall, in consultation with the Company and subject to Section 5.3(b) , determine strategy, lead all proceedingsand coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Entity as contemplatedhereby, and the Company will take such actions as reasonably requested by Parent in connection with obtaining such consents, approvals orwaivers. Notwithstanding Parent’s rights to lead all proceedings as provided in the prior sentence, Parent shall not require the Company to,and the Company shall not be required to, take any action with respect to any applicable antitrust or anti-competition Legal Requirementwhich would bind the Company irrespective of whether the Mergers occur.

5.4GeneralEffortstoClose. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall usecommercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be donepromptly, all things necessary, proper or advisable under applicable Legal Requirements to consummate and make effective the Mergers andthe other Transactions as promptly as practicable, including by using commercially reasonable efforts to take all action necessary to satisfy allof the conditions to the obligations of the other party or parties hereto to effect the Mergers set forth in Article VI , to obtain all necessarywaivers, consents, waiting period expirations or terminations, approvals and other documents required to be delivered hereunder and to effectall necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in orderto consummate and make effective the Mergers and the other Transactions for the purpose of securing to the parties hereto the benefitscontemplated by this Agreement. Nothing contained in this Agreement shall require the Company, Parent or the Merger Subs to litigate withany Governmental Entity. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such otherinstruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of theMergers and the other Transactions.

5.5AccesstoInformation. The Company shall afford Parent and the Parent Representatives reasonable access during the periodfrom the Agreement Date and until the earlier of the Effective Times or the valid termination of this Agreement in accordance with its termsto (i) all of the properties, Books and Records and Contracts of the Company and its Subsidiaries, including all Company IP, (ii) all otherinformation concerning the business, properties and personnel (subject to restrictions imposed by applicable Legal Requirements) of theCompany and its Subsidiaries as Parent may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as identified byParent (except where the Company determines, following consultation with legal counsel, that doing so would result in the loss of attorney-client, attorney work product or similar privilege or protection, in which case the Company shall provide such access and information in suchform, including by way of redacting sensitive information, so as to preserve such privilege or protection while providing Parent with as muchaccess and information as reasonably possible). The Company agrees to provide to Parent and its accountants, counsel and other ParentRepresentatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. Noinformation or knowledge obtained in any investigation pursuant to this Section 5.5 or otherwise shall affect or be deemed to modify, amendor supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the partiesto consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise

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affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty orbreach of covenant.

5.6NotificationofCertainMatters. The Company shall give prompt notice to Parent of: (a) the occurrence or non-occurrence ofany event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company set forth in thisAgreement to be untrue or inaccurate at or prior to the Effective Times such that the condition in Section 6.2(a) would not be satisfied, and(b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by ithereunder such that the condition in Section 6.2(b) would not be satisfied; provided , however , that the delivery of any notice pursuant to thisSection 5.6 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice, or (ii) constitute anacknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section5.6 (x) shall not be considered in determining whether the condition set forth in Section 6.2(a) or Section 6.2(b) has been satisfied and (y)shall not be deemed to be a breach of covenant under this Section 5.6 and shall constitute only a breach of the underlying representation,warranty, covenant, condition or agreement, as the case may be. No disclosure by the Company pursuant to this Section 5.6 shall affect or bedeemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to theobligations of the parties to consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affectany Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breachof covenant.

5.7Contracts.

(a) Notices and Consents . The Company shall, if so requested by Parent prior to the First Effective Time, usecommercially reasonable efforts to obtain all necessary consents, waivers and approvals of, and deliver all notices to, any third parties to anyContract set forth on Section 2.4 of the Disclosure Schedule as may be required thereunder in connection with the Mergers in order for suchContract to remain in full force and effect following the Merger. Such consents, modifications, waivers and approvals shall be in a formreasonably acceptable to and pre-approved in writing by Parent.

(b) AmendedorTerminatedAgreements. The Company shall amend or terminate, as applicable, each of the agreementslisted on Schedule 5.7(b) (the “ Amended or Terminated Agreements ”) effective as of and contingent upon the Closing, including sendingall required notices, such that each Amended or Terminated Agreement shall be amended or of no further force or effect, as applicable,immediately following the Closing. The form and substance of each amendment and termination letter shall be subject to prior review andapproval in writing by Parent (such approval not to be unreasonably withheld, conditioned or delayed).

5.8EmployeeMatters.

(a) ProprietaryInformationandInventionsAssignment Agreements . Prior to the Closing, the Company shall use itscommercially reasonable efforts to cause each current employee of the Company or any of its Subsidiaries to have entered into and executed,and each person who becomes an employee of the Company or any of its Subsidiaries after the Agreement Date and prior to the Closing shallbe required by the Company to enter into and execute, a proprietary information agreement in a form reasonably acceptable to Parent. TheCompany shall use commercially reasonable efforts to cause each current consultant or contractor of the Company or any of its Subsidiariesto have entered into and executed, and each Person who becomes a consultant or contractor of the Company or any of its Subsidiaries afterthe Agreement Date and prior to the Closing shall be required by the Company to enter into and execute, a

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customary consultant proprietary information agreement (providing for the protection of the Company’s confidential and proprietaryinformation and trade secrets) with the Company effective as of such consultant or contractor’s first date of service.

(b) TerminationofEmployeePlans. Unless instructed otherwise by Parent no later than two (2) days prior to the ClosingDate, effective as of no later than the day immediately preceding the Closing Date, the Company and each of its Subsidiaries shall terminateany and all Company Employee Plans intended to include group severance pay or benefits and any Code Section 401(k) arrangement (each, a“ 401(k) Plan ”). The Company shall provide Parent with evidence that any such 401(k) Plan has been terminated pursuant to resolutions ofthe board of directors (or similar body) of the Company or its ERISA Affiliates, as the case may be. The form and substance of suchresolutions shall be subject to reasonable review and approval of Parent. The Company and each of its Subsidiaries also shall take such otheractions in furtherance of terminating any such Company Employee Plan as Parent may reasonably require. The Company also shall havetaken and shall take such other actions in furtherance of terminating any other Company Employee Plans as Parent may require.

(c) TerminationofCompanyEmploymentArrangements. Prior to the Closing, the Company and each of its Subsidiariesshall terminate the employment or consulting services of each individual who Parent expects to be a Non-Continuing Employee, effective asof no later than immediately prior to the Closing. Parent shall pay all severance pay or benefits (including but not limited to any accelerationof vesting) to such Non-Continuing Employees prior to the Closing, to the extent such Non-Continuing Employee was not offeredemployment by Parent or its Affiliates prior to Closing. The Company shall pay all severance pay or benefits (including but not limited to anyacceleration of vesting) to all other such Non-Continuing Employees prior to the Closing.

(d) RetentionBonusPlan.

(i) Parent shall offer to certain Continuing Employees cash bonuses in an aggregate amount equal to$5,000,000, (the “ Retention Bonus ”). The allocation of the Retention Bonus to the Continuing Employees (such allocation, the “Individual Retention Bonus ”) shall be determined by the Company subject to Parent’s approval (such approval not to be unreasonablywithheld or delayed). Such offers shall be communicated to the applicable Continuing Employees in the offer letters executed pursuant toSection 6.2(i) .

(ii) With respect to the Founders, 100% of the Individual Retention Bonus shall vest on the first anniversary ofthe Closing Date (the “ Founder Retention Deadline ”), subject to such Founder’s continued employment with Parent or any of itsSubsidiaries (including the Surviving LLC) as of the Founder Retention Deadline, with 33% of such vested Individual Retention Bonuspayable on the first anniversary of the Closing Date and the remaining 67% of such vested Individual Retention Bonus payable on the secondanniversary of the Closing Date; provided , however , that (A) an applicable Founder shall be deemed to be an employee of Parent or any ofits Subsidiaries (including the Surviving LLC) for purposes of determining his or her eligibility to receive the Individual Retention Bonus ifsuch Founder resigned for good reason (as defined in the applicable offer letter) or was terminated by Parent or any of its Subsidiaries(including the Surviving LLC) without cause (as defined in the applicable offer letter) prior to the Founder Retention Deadline, and (B) ifthere is a Disposition, the applicable Founders shall be entitled to receive their Individual Retention Bonuses (or the remaining portion thereofif such Disposition occurs after the Founder Retention Deadline) prior to the consummation of such Disposition.

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(iii) With respect to other Continuing Employees, 40% of the Individual Retention Bonus shall vest and bepayable on the first anniversary of the Closing Date (the “ First Retention Deadline ”), and the remaining 60% of the Individual RetentionBonus shall vest and be payable on the second anniversary of the Closing Date (the “ Second Retention Deadline ,” and together with theFirst Retention Deadline, the “ Retention Deadlines ”), subject, in each case, to such Continuing Employee’s continued employment withParent or any of its Subsidiaries (including the Surviving LLC) as of the applicable Retention Deadline; provided , however , that (A) anapplicable Continuing Employee shall be deemed to be an employee of Parent or any of its Subsidiaries (including the Surviving LLC) forpurposes of determining his or her eligibility to receive the Individual Retention Bonus if such Continuing Employee resigned for goodreason (as defined in the applicable offer letter) or was terminated by Parent or any of its Subsidiaries (including the Surviving LLC) withoutcause (as defined in the applicable offer letter) prior to the applicable Retention Deadline, and (B) if there is a Disposition, the applicableContinuing Employees shall be entitled to receive their Individual Retention Bonuses (or the remaining portion thereof if such Dispositionoccurs after the First Retention Deadline) prior to the consummation of such Disposition.

(e) No Employment Commitment or Plan Amendments . No provision of this Agreement is intended, or shall beinterpreted, to provide or create any rights of employment for any specified period and/or any employee benefits, in favor of any Person,union, association, Continuing Employee, Key Employee, Specified Employee, Employee, consultant or contractor or any other Person. Inaddition, no provision of this Agreement is intended, or shall be interpreted, to amend any term or condition of the Plan or any otheremployee related plan, program or policy of Parent, any Subsidiary of Parent, the Company or any of its Subsidiaries. Further, each ofCompany, Parent and its subsidiaries retain the right to amend or terminate its benefit plans at any time and from time to time.

5.9PayoffLetters;ReleaseofLiens.

(a) PayoffLetters. No later than three (3) Business Days prior to the Closing Date, the Company shall obtain from eachholder of Indebtedness (including each holder of a Non-Participating Company Note in respect of such Non-Participating Company Note),and deliver to Parent, an executed payoff letter, in form and substance reasonably acceptable to Parent, setting forth: (i) the amounts requiredto pay off in full on the Closing Date, the Indebtedness owing to such creditor (including the outstanding principal, accrued and unpaidinterest and prepayment and other penalties) and wire transfer information for such payment; (ii) upon payment of such amounts, a release ofthe Company and each of its Subsidiaries; and (iii) the commitment of the creditor to release all Liens, if any, that the creditor may hold onany of the assets of the Company and each of its Subsidiaries prior to the Closing Date, and attaching any necessary Tax forms, includingForm W-9 or the appropriate series of Form W-8, as applicable, or any similar information requested by or on behalf of Parent (each, a “Payoff Letter ”).

(b) Release of Liens . Prior to the Closing, the Company shall file all agreements, instruments, certificates and otherdocuments, in form and substance reasonably satisfactory to Parent, that are necessary or appropriate to effect the release of all Liens set forthin Schedule 5.9(b) .

5.10ThirdPartyExpenses.

(a) Subject to the provisions of Article VIII , each party shall be responsible for its own expenses and costs that it incurswith respect to the negotiation, execution, delivery and performance of this Agreement and the Related Agreements; provided, however, thatall Third Party Expenses (that are incurred by the Company prior to or as of the Closing and that are unpaid as of immediately prior to theEffective

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Times) shall be deducted from the Total Cash Consideration payable hereunder pursuant to the adjustments contemplated by the definition ofTotal Cash Consideration.

(b) At least three (3) Business Days prior to the Closing, the Company shall have provided Parent with a statement, in aform reasonably satisfactory to Parent, setting forth all paid and unpaid Third Party Expenses (including wire information and separate byservice provider) incurred by or on behalf of the Company and its Subsidiaries as of the Closing Date, or anticipated to be incurred or payableby or on behalf of the Company and its Subsidiaries after the Closing (the “ Statement of Expenses ”). The Company shall take all necessaryaction to ensure that Third Party Expenses shall not be incurred by the Company after the Closing Date without the express prior writtenconsent of Parent. The Company’s Subsidiaries shall not incur any Third Party Expenses.

5.11Spreadsheet. Not less than three (3) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet(the “ Spreadsheet ”) setting forth the following information, in form and substance reasonably satisfactory to Parent and accompanied bydocumentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein:

(a) calculations of the Total Consideration and all components thereof, including Total Cash Consideration, Closing Cash,Closing Indebtedness, Third Party Expenses, Net Working Capital, Aggregate Exercise Price, Closing Stock Consideration, the Per ShareParent Stock Consideration, the Per Share Cash Consideration, the Escrow Amount, Escrow Cash Percentage, the Escrow Stock Percentage,the Escrow Ratio, the Expense Fund Amount, the Retention Based Payment, and the Retention Per Share Parent Stock Consideration;

(b) with respect to each Stockholder: (i) the name and address of such holder, and, if available, the e-mail address of suchholder, (ii) whether such holder is a current or former employee of the Company or any of its Subsidiaries, (iii) whether such holder is anAccredited Investor (based on the questionnaire submitted by such holder or at the direction of Parent in accordance with Section 1.6(g) ),(iv) the number, class and series of shares of Company Capital Stock held by such holder and the respective certificate numbers, (v) the dateof acquisition of such shares, (vi) whether any Taxes are to be withheld in accordance with Section ‎1.12 from the consideration that suchholder is entitled to receive pursuant to Section 1.6(b)(i) , (vii) the stock or cash consideration that such holder is entitled to receive pursuantto Section 1.6(b)(i) (on a certificate-by-certificate basis and in the aggregate), (viii) such Stockholder’s Loan Repayment Amount, if any, (ix)the Pro Rata Portion of such holder, (x) the amount of Parent Common Stock and cash to be deposited into the Escrow Fund on behalf of suchholder pursuant to this Agreement, (xi) the amount of cash to be deposited into the Expense Fund on behalf of such holder pursuant to thisAgreement, (xii) the amount of Parent Common Stock deposited into the restricted account of the transfer agent on behalf of such holderpursuant to Section 1.9(a) , (xiii) the amount of cash to be issued to such holder in respect of the Retention Based Payment (after givingeffect to Section 1.6(g) ) pursuant to Section 1.9(c)(ii) , if applicable, (xiv) the net stock or cash amounts to be paid to such holder inaccordance with Section 1.6(b)(i) after deduction of the amounts referred to in clauses (vi), (x), and (xi) (on a certificate-by-certificate basisand in the aggregate), and (xv) the amount of cash in lieu of fractional shares of Parent Common Stock to be paid to such holder inaccordance with Section 1.6(f) (on a certificate-by-certificate basis and in the aggregate);

(c) with respect to each Issued and Outstanding Company Option: (i) the name and address of the holder thereof, and, ifavailable, the e-mail address of such holder, (ii) whether such holder is an employee, consultant, director or officer of the Company or any ofits Subsidiaries, (iii) whether such holder is an Accredited Investor (based on the questionnaire submitted by such holder or at the direction ofParent in accordance with Section 1.6(g) ), (iv) the grant date and expiration date thereof, (v) whether such

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Issued and Outstanding Company Option was granted pursuant to the Plan, (vi) the vesting schedule (including all acceleration provisions)applicable to such Issued and Outstanding Company Option and the extent to which such Issued and Outstanding Company Option is vestedas of immediately prior to the First Effective Time (taking into account any Issued and Outstanding Company Option (or portion thereof) that,as a result of the Mergers will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or othersuch conditions), (vii) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying suchIssued and Outstanding Company Option immediately prior to the Closing, (viii) whether such Issued and Outstanding Company Option is anonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code, (ix) whether such holder is a ContinuingEmployee or a Non-Continuing Employee (it being understood that such information may be updated at any time prior to the Closing),(x) whether any Taxes are to be withheld in accordance with Section 1.12 from the consideration that such holder is entitled to receivepursuant to Section 1.6(c)(i) , (xi) the stock or cash consideration that such holder is entitled to receive pursuant to Section 1.6(c)(i) (on agrant-by-grant basis and in the aggregate), (xii) the Pro Rata Portion of such holder, (xiii) the amount of Parent Common Stock and cash to bedeposited into the Escrow Fund on behalf of such holder pursuant to this Agreement, (xiv) the amount of cash to be deposited into theExpense Fund on behalf of such holder pursuant to this Agreement, (xv) the amount of Parent Common Stock deposited into the restrictedaccount of the transfer agent on behalf of such holder pursuant to Section 1.9(a) , (xvi) the amount of cash to be issued to such holder inrespect of the Retention Based Payment (after giving effect to Section 1.6(g) ) pursuant to Section 1.9(c)(ii) , if applicable, (xvii) the netstock or cash amounts to be paid to such holder in accordance with Section 1.6(c)(i) after deduction of the amounts referred to in clauses (x),(xiii) and (xiv) (on a grant-by-grant basis and in the aggregate), (xviii) the amount of cash in lieu of fractional shares of Parent CommonStock to be paid to such holder in accordance with Section 1.6(f) (on a grant-by-grant basis and in the aggregate), (xix) such holder’s LoanRepayment Amount, if any and (xx) an indication of whether such holder will, in respect of the consideration payable to such holder in cash,be paid by the Exchange Agent or through the Surviving LLC’s payroll system;

(d) with respect to each Participating Company Note: (i) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (ii) whether such holder is a current or former employee of the Company or any of its Subsidiaries, (iii) whethersuch holder is an Accredited Investor (based on the questionnaire submitted by such holder or at the direction of Parent in accordance withSection 1.6(g) ), (iv) the number, class and series of shares of Company Capital Stock issuable upon the conversion of such ParticipatingCompany Note, (v) the date of issuance of such Participating Company Note, (vi) whether any Taxes are to be withheld in accordance withSection ‎1.12 from the consideration that such holder is entitled to receive pursuant to Section 1.6(d)(i) , (vii) the stock or cash considerationthat such holder is entitled to receive pursuant to Section 1.6(d)(i) (on a per Participating Company Note basis and in the aggregate),(viii) such holder’s Loan Repayment Amount, if any, (ix) the Pro Rata Portion of such holder, (x) the amount of Parent Common Stock andcash to be deposited into the Escrow Fund on behalf of such holder pursuant to this Agreement, (xi) the amount of cash to be deposited intothe Expense Fund on behalf of such holder pursuant to this Agreement, (xii) the amount of Parent Common Stock deposited into the restrictedaccount of the transfer agent on behalf of such holder pursuant to Section 1.9(a) , (xiii) the amount of cash to be issued to such holder inrespect of the Retention Based Payment (after giving effect to Section 1.6(g) ) pursuant to Section 1.9(c)(ii) , if applicable, (xiii) the net stockor cash amounts to be paid to such holder in accordance with Section 1.6(d)(i) after deduction of the amounts referred to in clauses (vi), (x),and (xi) (on a per Participating Company Note basis and in the aggregate), and (xiv) the amount of cash in lieu of fractional shares of ParentCommon Stock to be paid to such holder in accordance with Section 1.6(f) (on a per Participating Company Note basis and in the aggregate);

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(e) with respect to each Promised Company Option: (i) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (ii) whether such holder is an employee, consultant, director or officer of the Company or any of its Subsidiaries,(iii) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Promised CompanyOption immediately prior to the Closing, (iv) whether such holder is a Continuing Employee or a Non-Continuing Employee (it beingunderstood that such information may be updated at any time prior to the Closing), (v) whether any Taxes are to be withheld in accordancewith Section 1.12 from the consideration that such holder is entitled to receive pursuant to Section 1.6(e)(i) , (vi) the cash consideration thatsuch holder is entitled to receive pursuant to Section 1.6(e)(i) (on a grant-by-grant basis and in the aggregate), (vii) the Pro Rata Portion ofsuch holder, (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to this Agreement, (ix) theamount of cash to be deposited into the Expense Fund on behalf of such holder pursuant to this Agreement, (x) the amount of cash to beissued to such holder in respect of the Retention Based Payment pursuant to Section 1.9(c)(ii) , if applicable, (xi) the cash amount to be paidto such holder in accordance with Section 1.6(e)(i) after deduction of the amounts referred to in clauses (v), (viii) and (ix) (on a grant-by-grant basis and in the aggregate), (xii) such holder’s Loan Repayment Amount, if any and (xiii) an indication of whether such holder will, inrespect of the consideration payable to such holder in cash, be paid by the Exchange Agent or through the Surviving LLC’s payroll system;

(f) as applicable, the Spreadsheet shall also include, with respect to each holder of shares of Company Capital Stock issuedon or after January 1, 2011 or any other security that, in each case, would be a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the cost basis of such shares or securities; and

(g) following the Closing Date, the Representative, on behalf of the Indemnifying Parties, shall deliver an updatedSpreadsheet to Parent in the event that (i) all or a portion of the Revenue Based Payment and/or University Contract Based Payment isissuable pursuant to Section 1.10 or (ii) Parent authorizes its transfer agent to transfer the shares of Parent Common Stock comprising theRetention Based Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) .

5.12ResignationofDirectorsandOfficers. The Company shall cause the directors, officers and secretary of the Company andeach of its Subsidiaries to resign from such position as director, officer and/or secretary with effect as of the Closing.

5.13SecuritiesLawCompliance.

(a) The Company shall use its reasonable best efforts to cause each Holder (other than Participating Individuals) to deliverall documentation, in form and substance reasonably accept to Parent, necessary to determine whether or not such Holder is an AccreditedInvestor, including the accredited investor questionnaire attached to Exhibit A (collectively, the “ Investor Suitability Documentation ”).Notwithstanding the delivery of any Investor Suitability Documentation to Parent prior to the Closing, any Stockholder may, in thereasonable discretion of Parent, be deemed an “ Unaccredited Investor ” for purposes of this Agreement.

(b) If (1) any shares of Parent Common Stock issued to the Holders pursuant to this Agreement are outstanding and (x) notsubject to the terms of the Lock-Up Agreement and (y) not able to be re-sold or disposed of in compliance with Rule 144 (or any successorrule) by such Holders, and (2) Parent shall have received a written request from the Representative (acknowledged and agreed to by Holdersthat received at least a majority of the shares of Parent Common Stock issued pursuant to this Agreement)

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demanding that Parent provide such holders with customary demand and “piggy-back” registration rights, Parent shall use its commerciallyreasonable efforts to effect such registration(s).

5.14DirectorandOfficerIndemnification.

(a) From and after the Effective Times, Parent will cause the Surviving Corporation and the Surviving LLC to fulfill andhonor in all respects the obligations of the Company and its Subsidiaries pursuant to (i) each indemnification agreement in effect between theCompany, its Subsidiaries and any Indemnified D&O set forth on Section 5.14(a) of the Disclosure Schedule, and (ii) any indemnificationprovision, any exculpation provision and any expense advancement provision set forth in the Company’s and its Subsidiary’s certificate ofincorporation or bylaws as in effect on the Agreement Date.

(b) Prior to the First Effective Time, the Company shall purchase for the benefit of the Indemnified D&Os, a directors’ andofficers’ liability insurance policy (any such insurance policy, the “ D&O Policy ”) providing coverage for six years following the Closing,with such policy to be in the name of the Surviving LLC and effective as of immediately following the Second Effective Time. The premiumfor such D&O Policy shall be included in Third Party Expenses. In no event shall Parent take any action that would cause such D&O Policyto cease to be effective, and Parent shall take all commercially reasonable actions (other than paying additional premiums) to maintain ineffect such D&O Policy for the benefit of the Indemnified D&Os.

(c) This Section 5.14 shall survive the consummation of the Mergers. This Section 5.14 is intended to benefit, and may beenforced by, the Indemnified D&Os and their respective heirs, representatives, successors and assigns, and shall be binding on all successorsand assigns of Parent and the Surviving Corporation and Surviving LLC. Parent shall cause the Surviving Corporation or Surviving LLC ortheir successors or assigns to pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Indemnified D&O (or his orher heirs, representatives, successors or assigns) in any legal action brought by such person that is successful to enforce the obligations ofParent, the Surviving Corporation or Surviving LLC or their successors or assigns under this Section 5.14 . Such obligations shall not beterminated, amended, or otherwise modified in such a manner as to adversely affect any Indemnified D&O (or his or her heirs,representatives, successors, or assigns) without the prior written consent of such Indemnified D&O (or his or her heirs, representatives,successors, or assigns, as applicable).

5.15CompanyFinancialStatements. Prior to the Closing Date, the Company shall use commercially reasonable efforts to:

(a) cause an independent registered public accounting firm of nationally recognized standing (the “ Accounting Firm ”) to(i) audit the Company’s financial statements for the fiscal year ended December 31, 2018 and (ii) if the Closing occurs after March 31, 2019,review the Company’s interim financial statements for the three months ended March 31, 2019 (the completion of the audit referenced inclause (i) and the review referenced in clause (ii) is referred to herein as the “ 2019 Audit ”);

(b) prepare and deliver to Parent as soon as practicable an audited consolidated balance sheet as of the fiscal year endedDecember 31, 2018, and the related audited statement of operations of the Company for the twelve (12) month period then ended (the “ 2018Audited Financial Statements ”), which 2018 Audited Financial Statements shall have been prepared and audited in accordance with GAAPon a basis consistent with the Financials and with the applicable rules and regulations promulgated by the SEC, including Regulation S-X andRule 3-05 thereunder, and accompanied by a report and opinion of the Accounting Firm, which report and opinion shall be prepared inaccordance with GAAP, or if the 2018

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Audited Financial Statements are required to be included in an 8-K filed by Parent and a PCAOB audit is necessary therefor, in accordancewith PCAOB standards;

(c) if the Closing occurs after March 31, 2019, prepare and deliver to Parent as soon as practicable an unauditedconsolidated balance sheet as of March 31, 2019, and the related unaudited statement of operations of the Company for the three months thenended (the “ 2019 Unaudited Interim Financial Statements ”, and together with the 2018 Audited Financial Statements, the “ RequiredFinancials ”), which 2019 Unaudited Interim Financial Statements shall be reviewed in accordance with Statement on Auditing StandardsNo. 100 and prepared in accordance with GAAP consistently applied with the Company Financial Statements and in accordance with theapplicable rules and regulations promulgated by the SEC for interim financial information, including Regulation S-X and Rule 3-05thereunder; and

(d) reasonably cooperate with, and cause its respective officers, employees, agents, auditors (including the AccountingFirm) and other representatives, to reasonably cooperate and consult with, Parent during the audit, review and preparation of the RequiredFinancials, including by (x) responding to such reasonable inquiries as are made by Parent, (y) providing, at Parent’s request, reasonable atParent’s request, reasonable access to historical and such other information relating to the Company’s business as may be reasonablynecessary for Parent to comply with the requirements (as reasonably determined by Parent) of Regulation S-K and Regulation S-X of theSecurities Act, as amended, included Rule 3-05 and Article 11 thereof.

5.16Co-FounderPersonalGuaranties. From and after the Closing Date, Parent shall use its reasonable best efforts to release andterminate the personal guaranty Contracts set forth on Schedule 5.16 hereto, and shall indemnify and hold harmless each of the individualslisted on Schedule 5.16 hereto from and against all claims, losses, liabilities, damages, costs, interest, awards, judgements, settlements, and/orpenalties that are incurred or sustained following the Closing in respect of such personal guaranty Contracts prior to the release and/ortermination of such personal guaranties.

ARTICLE VI CONDITIONS TO THE MERGER

6.1ConditionstoObligationsofEachParty. The respective obligations of Parent, the Merger Subs and the Company to effect theMergers shall be subject to the satisfaction, at or prior to the First Effective Time, of the following conditions (any of which may be waivedonly with the written mutual consent of Parent and the Company):

(a) StockholderApproval. The Requisite Stockholder Approval shall have been obtained.

(b) NoLegalImpediments. No Legal Requirement (whether temporary, preliminary or permanent) shall be in effect whichhas the effect of making the Mergers or any other Transactions illegal or otherwise prohibiting or preventing consummation of the Mergers orany other Transactions.

6.2AdditionalConditionstotheObligationsofParentandtheMergerSubs. The obligations of Parent and the Merger Subs toeffect the Mergers shall be subject to the satisfaction at or prior to the First Effective Time of each of the following additional conditions (anyof which may be waived, in writing, exclusively by Parent):

(a) Representations and Warranties . The representations and warranties of the Company that are not qualified bymateriality shall have been true and correct in all material respects on the

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date that they were made and shall be true and correct in all material respects on and as of the Closing Date as though such representationsand warranties were made on and as of such date (other than any such representations and warranties of the Company made only as of aspecified date, which shall be true and correct in all material respects as of such date). The representations and warranties of the Companythat are qualified by materiality shall have been true and correct in all respects on the date that they were made and shall be true and correct inall respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than anysuch representations and warranties of the Company made only as of a specified date, which shall be true and correct in all respects as of suchdate).

(b) Covenants . The Company shall have performed and complied in all material respects with all covenants andobligations under this Agreement required to be performed and complied with by the Company prior to the Closing.

(c) NoCompanyMaterialAdverseEffect. Since the Agreement Date, there shall not have occurred a Company MaterialAdverse Effect.

(d) NoLitigation. There shall be no Action of any kind or nature pending before any Governmental Entity, or threatenedby a Governmental Entity, against Parent or any of its Affiliates, or against the Company or any of its Subsidiaries or any of its Affiliates,challenging this Agreement, the Mergers or any other Transactions, which would reasonably be expected to prohibit or prevent, or otherwisematerially deprive Parent of the benefits of, the consummation of the Transactions or otherwise seeking any Action of Divestiture.

(e) SecuritiesActExemption . The issuance of all shares of Parent Common Stock contemplated by this Agreement inconnection with the Mergers and the other Transactions shall validly qualify for an exemption from the registration and prospectus deliveryrequirements of the Securities Act pursuant to Regulation D and the equivalent state “blue sky” Legal Requirements, and Parent shall havereceived valid written evidence reasonably satisfactory to Parent and its outside counsel confirming the foregoing.

(f) Appraisal Stockholders . Stockholders holding shares of Company Capital Stock representing at least 95% of theoutstanding shares of Company Capital Stock shall have approved the Mergers and have irrevocably waived their “appraisal rights” underDelaware Law.

(g) JoinderAgreementsandAccreditedInvestorQuestionnaires. Holders holding in the aggregate no less than 95% ofthe Total Outstanding Shares and each of the Participating Individuals shall have executed and delivered to Parent Joinder Agreements,including (other than for Participating Individuals) the accredited investor questionnaire attached thereto, fully completed and executed byeach Holder and Participating Individual and any required supporting documentation as described therein, and all such Joinder Agreementsshall be in full force and effect.

(h) Lock-UpAgreements. Parent shall have receive executed Lock-Up Agreements from Holders holding in the aggregateno less than 95% of the Total Outstanding Shares that are entitled to receive shares of Parent Common Stock hereunder, each of which shallbe in full force and effect.

(i) NewEmploymentArrangements.

(i) Each of the Non-Competition and Non-Solicitation Agreements executed concurrently with this Agreementshall be in full force and effect and shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto.

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(ii) Each of the Key Employee Offer Letters executed by each of the Key Employees concurrently with thisAgreement shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by the respective signatoriesthereto, and no Key Employee shall have terminated his or her employment with the Company or any of its Subsidiaries or expressed anintention or interest (whether formally or informally) in, or taken action toward terminating his or her employment with the Company or anyof its Subsidiaries at or prior to the Closing, or with the Surviving Corporation, Surviving LLC or Parent or any of its Subsidiaries followingthe Closing. All of the Key Employees (A) shall have satisfied Parent’s customary employee background investigation, (B) shall haveexecuted Parent’s Inventions and Proprietary Rights Assignment Agreement and acknowledged receipt of Parent’s Code of Conduct, and (C)shall be eligible to work in the jurisdiction of his or her employing entity.

(iii) At least ninety percent (90%) of the Other Employees: (A) shall have signed an offer letter, employmentagreement or contractor agreement that is in form and substance acceptable to Parent, in each case effective on the Closing Date, providedthat such letters or agreements provide for a base salary and target bonus for each such Other Employee that is no less favorable in theaggregate for such Other Employee than those in effect as of prior to the Closing, (B) shall not have revoked, rescinded or otherwiserepudiated his or her offer letter, employment agreement or contractor agreement or terminated his or her employment or contractorrelationship with the Company or any of its Subsidiaries (other than due to death or disability of such Other Employee, in which event suchOther Employee shall be excluded from the numerator and denominator for the purposes of calculating whether or not the 90% thresholdnecessary to satisfy the condition described in this Section 6.2(i)(iii) has been satisfied) or expressed an intention or interest (whetherformally or informally) in, or taken action toward, terminating his or her employment or contractor relationship with the Company or any ofits Subsidiaries at or prior to the Closing, or with the Surviving Corporation, Surviving LLC or Parent or any of its Subsidiaries following theClosing, (C) shall have satisfied Parent’s customary employee or contractor background investigation (which includes the absence of a recordof any criminal conviction in all applicable court and police records), (D) shall have executed Parent’s Inventions and Proprietary RightsAssignment Agreement and acknowledged receipt of Parent’s Code of Conduct, and (E) shall be eligible to work in the jurisdiction of his orher employing entity.

(j) Officer’sCertificate. Parent shall have received a certificate from the Company (the “ Officer’s Certificate ”), validlyexecuted by the Chief Executive Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing the conditionsset forth in Sections 6.2(a) , 6.2(b) and 6.2(c) have been satisfied.

(k) FIRPTACertificate. Parent shall have received a certificate from the Company, validly executed by a duly authorizedofficer of the Company, that the Company is not, and has not been at any time during the five (5) years preceding the date of such statement,a United States real property holding company, as defined in Section 897(c)(2) of the Code, such certificate in form and substance reasonablysatisfactory to Parent and conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h), and proofreasonably satisfactory to Parent that the Company has provided notice of such statement to the IRS in a manner consistent with theprovisions of Treasury Regulations Section 1.897-2(h)(2).

(l) 280GWaivers. The 280G Waiver of each Person who might receive any payments or benefits that Parent determinesmay, separately or in the aggregate, constitute “parachute payments” under Section 280G of the Code shall be in effect immediately prior tothe date of solicitation of the 280G Approval.

(m) Section280GPayments . With respect to any payments or benefits that Parent determines may constitute Section280G Payments, (i) the 280G Approval shall have been obtained pursuant

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to Section 5.2(b) , with respect to any such Section 280G Payments or (ii) the Stockholders shall have voted upon and disapproved suchSection 280G Payments, such that the 280G Approval is not obtained, and, as a consequence, such “parachute payments” shall not be paid orprovided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments”.

(n) DocumentaryDeliverables. The Company shall have delivered to Parent all certificates and other documents that it isrequired to deliver to Parent pursuant to this Agreement prior to the Closing, including the Spreadsheet, the Closing Date Balance Sheet, theStatement of Expenses, the Payoff Letters and any other instruments or other documents that Parent may reasonably request from theCompany to effect the Mergers and the other Transactions (including a copy of the Escrow Agreement duly executed by the Representative).

(o) ThirdPartyConsents. The Company shall have delivered to Parent all necessary consents, waivers and approvals ofparties to any Contract set forth on Schedule 6.2(o) hereto.

(p) AmendedorTerminatedAgreements. The Company shall have delivered to Parent evidence, in form and substancereasonably acceptable to Parent, of all amendments or terminations necessary to amend or terminate the Amended or Terminated Agreementsin accordance with Section 5.7(b) .

(q) GoodStandingCertificate. The Company shall have delivered to Parent a certificate from the Secretary of State of theState of Delaware, dated no more than 2 Business Days prior to the Closing Date, to the effect that the Company is in good standing in suchjurisdiction.

(r) Related-PartyLoanPayoff. Any loans outstanding to employees, directors or officers of the Company or any of itsSubsidiaries or any loan otherwise prohibited for a public company by Section 13(k) of the Exchange Act shall have been repaid andcancelled.

(s) LicensesandApprovals. The Company shall have delivered evidence to Parent that the Company has obtained allapprovals and consents set forth on Schedule 6.2(s) .

(t) CompanyNotes. Each Noteholder shall have executed either a Note Termination Agreement or Payoff Letter in respectof each Company Note held by such Noteholder.

(u) Promised Company Options . Each Participating Individual shall have executed a Promised Company OptionTermination Agreement in the form attached hereto as Exhibit I (the “ Promised Company Option Termination Agreement ”) in respectof each Promised Company Option held by such Participating Individual.

6.3AdditionalConditionstoObligationsoftheCompany. The obligations of the Company to effect the Mergers shall be subjectto the satisfaction at or prior to the First Effective Time of the following additional conditions (any of which may be waived, in writing,exclusively by the Company):

(a) Representations and Warranties . The representations and warranties of Parent and the Merger Subs that are notqualified by materiality shall have been true and correct in all material respects on the date they were made and shall be true and correct in allmaterial respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other thanany such representations and warranties of Parent made only as of a specified date, which shall be true and correct in all material respects asof such date). The representations and warranties of Parent and the Merger Subs that are qualified by materiality shall have been true andcorrect in all respects on the date they were made and shall be true and correct in all respects on and as of the Closing Date as though suchrepresentations and

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warranties were made on and as of such date (other than any such representations and warranties of Parent and the Merger Subs made only asof a specified date, which shall be true and correct in all respects as of such date).

(b) Covenants. Parent and the Merger Subs shall have performed and complied in all material respects with all covenantsand obligations under this Agreement required to be performed and complied with by them prior to the Closing.

(c) No Parent Material Adverse Effect . Since the Agreement Date, there shall not have occurred a Parent MaterialAdverse Effect.

(d) Officer’s Certificate . The Company shall have received a certificate from Parent, validly executed by the ChiefExecutive Officer of Parent for and on Parent’s behalf, to the effect that, as of the Closing the conditions set forth in Sections 6.3(a) , 6.3(b)and 6.3(c) have been satisfied.

(e) EscrowAgreement . Parent shall have delivered a copy of the Escrow Agreement duly executed by Parent and theEscrow Agent.

ARTICLE VII TAX MATTERS

7.1TaxReturnstobeFiledPriortotheClosing. The Company shall prepare or cause to be prepared and timely file or cause tobe timely filed all Tax Returns of the Company and its Subsidiaries that are required to be filed on or before the Closing Date. Such TaxReturns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company and itsSubsidiaries with respect to such items, except to the extent otherwise required by applicable Legal Requirements. The Company shall permitParent to review each income Tax Return required to be filed on or before the Closing Date during a reasonable period prior to filing, andshall consider in good faith Parent’s reasonable comments.

7.2TaxReturnstobeFiledAfterClosing. Parent shall prepare or cause to be prepared and timely file or cause to be timely filedall Tax Returns of the Company and its Subsidiaries for any Pre-Closing Tax Period and any Straddle Period that are required to be filed afterthe Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices ofthe Company with respect to such items, except to the extent otherwise required by applicable Legal Requirements. With respect to eachincome or other material Tax Return prepared by Parent with respect to a Pre-Closing Tax Period or Straddle Period, Parent shall permit theRepresentative to review each such Tax Return during a reasonable period prior to filing (which shall be at least twenty (20) Business Daysfor income Tax Returns). The Representative shall be entitled to comment on such Tax Returns and request reasonable revisions, whichParent will consider in good faith. The parties agree that the Transaction Tax Deductions shall be reported in the Pre-Closing Tax Period tothe maximum extent allowable under applicable Law.

7.3 StraddlePeriodTaxes . For purposes of this Agreement, any real, personal, ad valorem, intangible property Taxes or otherTaxes that accrue based upon the passage of time for any Straddle Period shall be allocated to the portion of the Straddle Period ending on theClosing Date on a per diem basis, and all other Taxes for any Straddle Period shall be allocated as if such Straddle Period ended on theClosing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation andamortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis.

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7.4Cooperation. Parent and the Representative agree to furnish or cause to be furnished to the other, upon request, as promptly aspracticable, such information and assistance relating to Taxes, including access to books and records, as is reasonably necessary for the filingof all Tax Returns by Parent, the making of any election relating to Taxes, the preparation for any audit by any Tax authority and theprosecution or defense of any claim, suit or proceeding relating to any Tax. Each of Parent, the Company and the Representative shall retainall books and records in their possession with respect to Taxes for a period of at least seven (7) years following the Closing Date.

7.5TaxContests. Parent shall promptly notify the Representative upon receipt by Parent or any affiliate of Parent (including theSurviving Corporation after the Closing Date) of notice of any claims, assessments, audits or similar events with respect to Taxes relating to aPre-Closing Tax Period or Straddle Period for which any of the Indemnifying Parties would be liable under this Agreement (any such claim,assessment, audit or similar event, a “ Tax Matter ”). Following the Closing, Parent shall control the conduct of any such Tax Matter;provided , however , that (i) Representative shall have the right to participate, at the Holders’ expense, in any Tax Matter, (ii) Parent shalldeliver any written documentation related to such Tax Matter to Representative and shall use commercially reasonable efforts to keep theRepresentative informed of material developments relating to such Tax Matter, and (iii) Parent shall consult with the Representative regardingsettlement negotiations and any settlement of such Tax Matter, provided, however, that Parent shall have the right in its sole discretion tosettle such Tax Matter; and provided, further, that without the prior written consent of the Representative with respect to any such settlement,which consent shall not be unreasonably withheld, conditioned or delayed, such settlement shall not be determinative of the existence or theamount of Losses resulting from, arising out of or relating to such Tax Matter. In the event of any conflict between this Section 7.5 andSection 8.5 with respect to Tax Matters, this Section 7.5 shall control.

7.6Post-ClosingTaxActions. Parent shall not, and shall not cause or permit the Company or its Affiliates to (i) make or changeany Tax election that has any retroactive effect on any Pre-Closing Tax Period (including any election under Section 336(e) or Section 338 ofthe Code, or under any analogous or similar rules in any relevant Tax jurisdiction), (ii) apply to any taxing authority for any binding or non-binding opinion, ruling, or other determination, or enter into any voluntary disclosure program or agreement with any Tax Authorityregarding any Taxes or Tax Returns of the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period, (iii) amend orcause to be amended any Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period, (iv) extend or waive any statute oflimitations or other period for the assessment of any Tax that relates to a Pre-Closing Tax Period, (v) report any Transaction Tax Deductionspursuant to the “next day rule” under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) or elect to ratably allocate items pursuant toTreasury Regulations section 1.1502-76(b)(2) (or any similar provision of applicable Legal Requirements), or (vi) file any Tax Return for anyPre-Closing Tax Period for the Company in a jurisdiction where the Company or its Subsidiaries have not previously filed Tax Returns forany Tax period, in each case, without the prior written consent of the Representative (which consent shall not be unreasonably withheld,conditioned or delayed), unless such action is required by applicable Legal Requirements.

7.7Refunds. The Holders shall be entitled to any refund or credit of Taxes of the Companies or its Subsidiaries attributable to anyPre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date actually received by Parent or any of its Subsidiariesif such Taxes were paid before the Closing, included as liabilities in the determination of Final Total Cash Consideration, or are indemnifiedpursuant to Section 8.2 hereof, Parent shall pay to the Exchange Agent (for further distribution to the Holders) any such refund or creditwithin ten (10) days after receipt by Parent. If any such refund is subsequently disallowed, reduced or required to be returned to the applicableGovernmental Entity, then within ten (10) days thereof, Parent and the Representative shall provide a joint written instruction to the EscrowAgent to

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deliver to Parent promptly from the Escrow Amount an amount equal to the amount paid over pursuant to this Section 7.7 (together with anyinterest, penalties or other amounts imposed by the applicable Governmental Entity in connection therewith), or, if the amount exceeds$25,000, then at Parent’s election, the Holders (in accordance with the respective Pro Rata Portions) shall promptly pay such amount toParent.

ARTICLE VIII POST-CLOSING INDEMNIFICATION

8.1SurvivalofRepresentationsandWarranties. The representations and warranties of the Company set forth in this Agreementor in the Officer’s Certificate shall survive until 11:59 p.m. California time on the date that is eighteen (18) months following the ClosingDate (the date of expiration of such period, the “ Expiration Date ”); provided , however , that in the event of fraud, intentionalmisrepresentation or willful breach with respect to a representation or warranty, subject to the terms of Section 8.3(g) , such representation orwarranty shall survive until 11:59 p.m. California time on the date that is thirty (30) days after the expiration of the relevant statute oflimitations (provided that with respect to any claim in connection therewith made after the expiration of the relevant statute of limitations, thefacts underlying such claim shall have been known to an Indemnified Party prior to the expiration of such statute of limitations); provided ,further , that (a) the representations and warranties of the Company set forth in Section 2.1 ( Organization and Good Standing ) (other thanthe last sentence thereof), Section 2.2 ( Authority and Enforceability ), Section 2.5 ( Company Capital Structure ), Section 2.6 ( CompanySubsidiaries ) and Section 2.23 ( Brokers Fees ) (together, the “ Fundamental Representations ”) shall not expire and shall surviveindefinitely, (b) the representations and warranties of the Company set forth in Section 2.10 ( Taxes ) (the “ Tax Representations ”) shall notexpire and shall survive until 11:59 p.m. California time on the date that is thirty (30) days after the expiration of the relevant statute oflimitations (meaning the statute of limitation applicable to the underlying subject matter of such representation, and not general breach ofcontracts claims) and (c) the representations and warranties of the Company set forth in Section 2.13 (Intellectual Property) shall not expireand shall survive until 11:59 p.m. California time on the date that is thirty-six (36) months following the Closing Date; and provided , further, that all representations and warranties of the Company shall survive beyond the Expiration Date or other survival periods specified abovewith respect to any inaccuracy therein or breach thereof if an indemnification claim is made hereunder prior to the expiration of the survivalperiod for such representation and warranty, in which case such representation and warranty shall survive solely as to such claim until suchclaim has been finally resolved. The representations and warranties of Parent and the Merger Subs set forth in this Agreement, the RelatedAgreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance ofdoubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicablestatutes of limitations that would otherwise apply to such representations and warranties.

8.2Indemnification.

(a) From and after, and by virtue of, the Merger, subject to the terms of this Article VIII , the Holders (other than holders ofCancelled Shares solely in their capacities as such) (each, an “ Indemnifying Party ” and collectively, the “ Indemnifying Parties ”) agreeto severally (based on such Indemnifying Party’s Pro Rata Portion), but not jointly, indemnify, defend and hold harmless Parent and itsofficers, directors, subsidiaries, employees, agents and representatives, including the Surviving Corporation (each, an “ Indemnified Party ”and collectively, the “ Indemnified Parties ”), from and against all claims, losses, liabilities, damages (whether direct, indirect, incidental or,subject to the terms of Section 8.3(f) below, consequential), diminution in value (for clarity, excluding diminution calculations premisedsolely on multiples of revenues, profits or other financial metrics and non-cash goodwill impairment charges), royalties, deficiencies, Taxes,costs, interest, awards, judgments, settlements, penalties and expenses, including

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reasonable attorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection withinvestigating, defending (including expenses of offensive actions taken in connection with any defensive strategy) against or settling any ofthe foregoing (hereinafter individually a “ Loss ” and collectively “ Losses ”) paid, incurred, suffered or sustained by the Indemnified Parties,or any of them (including the Surviving Corporation) (regardless of whether or not such Losses relate to any third party claims), directly orindirectly, resulting from, arising out of, or relating to any of the following:

(i) any breach of or inaccuracy in, as of the Agreement Date or as of the Closing Date (or, if made only as of aspecified date, as of such date), a representation or warranty of the Company set forth in this Agreement or the Officer’s Certificate, withoutgiving effect to any update of or modification to the Disclosure Schedule made or purported to have been made on or after the AgreementDate;

(ii) regardless of the disclosure of any matter set forth in the Disclosure Schedule, any inaccuracy in anyinformation, or breach of any representation or warranty, set forth in the Spreadsheet, including any failure to properly calculate, oroverstatement of, Total Cash Consideration (including the calculations of Closing Cash, Third Party Expenses, Closing Indebtedness, NetWorking Capital, Aggregate Exercise Price, Closing Stock Consideration, the Per Share Parent Stock Consideration, the Per Share CashConsideration, the Escrow Cash Percentage, the Escrow Stock Percentage, the Escrow Ratio, the Expense Fund Amount, the Retention BasedPayment, and the Retention Per Share Parent Stock Consideration);

(iii) any failure by the Company to perform or comply with any of its covenants or agreements set forth in thisAgreement to be performed prior to the Closing;

(iv) any payment in respect of any Dissenting Shares in excess of the consideration that otherwise would havebeen payable in respect of such shares in accordance with this Agreement, and any other Losses paid, incurred, suffered or sustained inrespect of any Dissenting Shares, including all attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs andexpenses incurred in connection with investigating, defending against or settling any action or proceeding in respect of Dissenting Shares;

(v) any Indemnified Taxes;

(vi) any claims by any current or former holder or alleged current or former holder of any equity, membershipor ownership interest or equity security of the Company or its predecessors (if any), including any Person to whom the Company promisedoptions or other rights or allegedly promised options or other rights to purchase Company Capital Stock to the effect that such Person isentitled to any equity, membership or ownership interest or equity security other than as specifically set forth on the Spreadsheet;

(vii) any fraud, intentional misrepresentation or willful breach on the part of or on behalf of the Company(whether or not the applicable agent or representative of the Company was acting in its official capacity as such) in connection with thisAgreement, the Mergers or the other Transactions; and

(viii) any of the matters described on Schedule 8.2(a) .

(b) For the purpose of this Article VIII only, solely when determining the amount of Losses paid, incurred, suffered orsustained by an Indemnified Party as a result of any breach of or inaccuracy in a representation or warranty or any failure to perform orcomply with any covenant or agreement that is

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qualified or limited in scope as to materiality or Company Material Adverse Effect (but not whether a breach, inaccuracy or failure hasoccurred), such representation, warranty, covenant or agreement shall be deemed to be made without such qualification or limitation.

(c) The obligation of the Indemnified Parties to provide indemnity pursuant to Section 8.2(a)(ii) through Section 8.2(a)(viii) shall survive until 11:59 p.m. California time on the date that is thirty (30) days after the expiration of the relevant statute of limitations(provided that with respect to any claim in connection therewith made after the expiration of the relevant statute of limitation, the factsunderlying such claim shall have been known to an Indemnified Party prior to the expiration of such statute of limitation); provided , that allsuch obligations shall survive with respect to any indemnification claim made prior to the expiration of the applicable survival period, inwhich case such obligation shall survive as to such claim until such claim has been finally resolved.

(d) The Indemnifying Parties (including any officer or director of the Company or any of its Subsidiaries) shall not have anyright of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed byan Indemnified Party for which they are liable in their capacities as Indemnifying Parties.

(e) Any payments made to an Indemnified Party pursuant to any indemnification obligations under this Article VIII will betreated as adjustments to the Total Consideration for Tax purposes, unless otherwise required by applicable Legal Requirements.

(f) Subject to Section 8.3(g) , the indemnification rights set forth in this Article VIII shall be the sole and exclusive remedyof the Indemnified Parties from and after the Effective Times for any claims for monetary damages arising out of the matters set forth inSection 8.2(a) or other breaches under this Agreement; for clarity, this means (i) that the survival periods and liability limits set forth in thisArticle VIII shall control notwithstanding any statutory or common law provisions or principles to the contrary and (ii) all applicable statutesof limitations or other claims periods with respect to claims for Losses shall be modified to be the applicable claims periods and survivalperiods set forth herein; provided , however , that (x) this Section 8.2(f) shall not be deemed a waiver by any party of any right to specificperformance or injunctive relief and (y) nothing in this Agreement shall limit the liability of an Indemnifying Party (and this Article VIIIshall not be the sole and exclusive remedy in respect of such Indemnifying Party) in connection with a claim based on fraud committed by, orwith the actual knowledge of, such Indemnifying Party.

(g) Nothing in this Agreement shall limit the right of Parent or any other Indemnified Party to pursue remedies under anyRelated Agreement against the parties thereto; provided, however, that in the event of any conflict between the Escrow Agreement and thisArticle VIII , the terms of this Article VIII will control.

8.3LimitationsonIndemnification.

(a) Threshold . Except in the case of (i) fraud, intentional misrepresentation or willful breach by or on behalf of theCompany (whether or not the applicable agent or representative of the Company was acting in its official capacity as such) and (ii)indemnification claims for breaches of or inaccuracies in the Fundamental Representations, the Indemnified Parties, as a group, may notrecover any Losses pursuant to an indemnification claim under Section 8.2(a)(i) unless and until the Indemnified Parties, as a group, shallhave paid, incurred, suffered or sustained Losses in an aggregate amount equal to at least one percent (1%) of the aggregate amount of theTotal Consideration actually issued and paid to the Indemnifying Parties

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(including the Escrow Amount and the Expense Fund Amount, but excluding the Retention Based Payment unless and until such time (if any)that Parent has authorized its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Payment out ofthe transfer agent’s restricted account pursuant to Section 1.9(c)(ii) ) (the “ Threshold ”), in which event the Indemnified Parties may recoverall such Losses in excess of the Threshold. For the avoidance of doubt, the limitations set forth in this Section 8.3(a) shall not apply toindemnification claims under clauses (ii) – (viii) of Section 8.2(a) , inclusive.

(b) MaximumPayments.

(i) Except in the case of (i) fraud, intentional misrepresentation or willful breach by or on behalf of theCompany (whether or not the applicable agent or representative of the Company was acting in its official capacity as such) and (ii)indemnification claims for breaches of or inaccuracies in the Fundamental Representations, the maximum aggregate amount that theIndemnified Parties may recover from each Indemnifying Party for indemnification claims under Section 8.2(a)(i) shall be an amount equalto such Indemnifying Party’s Pro Rata Portion of the Escrow Amount. For the avoidance of doubt, the limitations set forth in this Section8.3(b)(i) shall not apply to any indemnification claim under clauses (ii) – (viii) of Section 8.2(a) , inclusive.

(ii) Subject to the terms of Section 8.3(g) , (A) the liability of the Indemnifying Parties for indemnificationclaims pursuant to Section 8.2(a) shall be limited, in the aggregate, to the amount of the Total Consideration actually issued and paid to theIndemnifying Parties (including the Escrow Amount and the Expense Fund Amount, but excluding the Retention Based Payment unless anduntil such time (if any) that Parent has authorized its transfer agent to transfer the shares of Parent Common Stock comprising the RetentionBased Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) ) (inclusive of any amounts recovered from theEscrow Fund), and (B) the aggregate amount of Losses that the Indemnified Parties may recover from an Indemnifying Party shall not exceedthe aggregate amount of the Total Consideration actually issued and paid to such Indemnifying Party (including such Indemnifying Party’sPro Rata Portion of the Escrow Amount and the Expense Fund Amount, but excluding such Indemnifying Party’s Pro Rata Portion ofRetention Based Payment unless and until such time (if any) that Parent has authorized its transfer agent to transfer the shares of ParentCommon Stock comprising the Retention Based Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii))(inclusive of such Indemnifying Party’s Pro Rata Portion of any amounts recovered from the Escrow Fund). For the avoidance of doubt, forthe purposes of calculating the aggregate amount of Total Consideration actually issued and paid to an Indemnifying Party, any shares ofParent Common Stock issued to such Indemnifying Party pursuant Section 1.6(b)(i) , Section 1.6(c)(i) or Section 1.6(d)(i) and thereaftersold, transferred, exchanged, distributed or otherwise disposed of by such Indemnifying Party in an arm’s-length transaction shall be valued atthe applicable per share cash sale price thereof (or, if no cash sale price is applicable with respect to a sale, transfer, exchange, distribution orother disposal, shall be valued at the Parent Trading Price as of the effective date of such sale, transfer, exchange, distribution or otherdisposal).

(c) Claims or recoveries for indemnification pursuant to this Agreement shall be satisfied (i) first , from the Escrow Fund,(ii) second , pursuant to Section 8.6 , and (iii) third , against the Indemnifying Parties directly, but only to the extent that such Losses cannotbe recovered from the Escrow Fund and pursuant to Section 8.6 ; provided , however , that claims or recoveries in respect of fraud,intentional misrepresentation or willful breach by or on behalf of the Company (whether or not the applicable agent or representative of theCompany was acting in its official capacity as such) may be made, in the sole and absolute discretion of the Indemnified Parties, either fromthe Escrow Fund or directly against the Indemnifying Parties rather than from the Escrow Fund or pursuant to Section 8.6 . With respect toany claims or recoveries made directly against the Indemnifying Parties, any such Indemnifying Party shall be permitted

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to satisfy any such claims or recoveries by surrendering to Parent shares of Parent Common Stock, free and clear of any Liens, valued at theParent Trading Price as of the date of such recovery from the applicable Indemnifying Party.

(d) The amount of any Losses recoverable by any Indemnified Party under this Section 8.2(a) shall be calculated net of anyinsurance proceeds actually received by, and/or any indemnification or contribution payments actually paid by any third party to, suchIndemnified Party in respect of such Losses in, each case net all costs of recovery, including without limitation reasonably anticipatedincreases in insurance premiums; provided in no event shall any Indemnified Party be required to seek or obtain any such insurance proceedsor third party indemnification or contribution. If an Indemnified Party receives any amounts under applicable insurance policies or third partyindemnification or contribution payments subsequent to its receipt of an indemnification payment by the Indemnifying Parties, and suchamounts and payments, in the aggregate, exceed the amount of Losses suffered with respect to the claim such recoveries are made, then suchIndemnified Party will, without duplication, promptly reimburse the Indemnifying Parties for any such excess; provided , that the aggregateamount of reimbursement payments to the Indemnifying Parties will not in any event exceed the aggregate indemnification payment receivedby the Indemnified Party from the Indemnifying Parties.

(e) The rights of the Indemnified Parties to indemnification, compensation or reimbursement, payment of Losses or anyother remedy under this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (orcapable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respectto the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Company or any othermatter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliancewith any such covenant or agreement, will not affect the right to indemnification, compensation or reimbursement, payment of Losses, or anyother remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be required to show reliance onany representation, warranty, certificate or other agreement in order for such Indemnified Party to be entitled to indemnification,compensation or reimbursement hereunder.

(f) No Indemnified Party shall be entitled to indemnification for (i) punitive damages unless such damages are paid to athird party in respect of a Third Party Claim for which such Indemnified Party is entitled to indemnification under this Article VIII or (ii)special or consequential damages (each except to the extent reasonably foreseeable).

(g) Nothing in this Agreement shall limit the liability of an Indemnifying Party in connection with a claim based on fraudcommitted by, or with the knowledge of, such Indemnifying Party.

(h) Notwithstanding anything contained in this Agreement to the contrary, but subject to the terms of Section 8.3(g) , to theextent that any Losses resulting from any breach of any representation, warranty, covenant or agreement of the Company under thisAgreement is specifically taken into account as a current liability in determining Net Working Capital or is otherwise specifically listed as aThird Party Expense or is a particular component of Closing Indebtedness in the Spreadsheet, and is to such extent taken into account in thecalculation of Total Cash Consideration at Closing, (A) no Indemnified Party may recover such Losses through a claim pursuant to Section8.2(a) or otherwise and (B) such Losses will not be included in the determination of whether all Losses, in the aggregate, exceed theThreshold.

(i) In the event a claim for Losses in connection with a single set of facts or circumstances may be made under multiplesubsections of Section 8.2(a) , the Indemnified Parties shall be

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entitled to make such claim under any and all such subsections as would maximize the available recovery to the Indemnified Parties underthis Article VIII ; provided for the avoidance of doubt, no Indemnified Party may recover duplicative Losses in respect of a single set of factsor circumstances under more than one representation or warranty in this Agreement regardless of whether such facts or circumstances wouldgive rise to a breach of more than one representation or warranty in this Agreement.

(j) Notwithstanding any other provision of this Agreement, in no event will any Indemnifying Party be liable for any otherIndemnifying Party’s breach of such other Indemnifying Party’s representations, warranties, covenants, or agreements contained in anyJoinder Agreement, letter of transmittal, stockholder written consent or other Related Agreement or ancillary agreement hereto to which suchother Indemnifying Party is a party. For the avoidance of doubt, the foregoing sentence shall not be deemed to limit the ability of theIndemnified Parties to obtain recovery under any subsection of Section 8.2(a) to the extent a claim may be validly made thereunder,regardless of whether or not the facts or circumstances underlying such claim would or would be reasonably expected to also constitute abreach of any Joinder Agreement, letter of transmittal, stockholder written consent or other Related Agreement or ancillary agreement heretoto which any Indemnifying Party is a party.

(k) In the case of a Third Party Claim that is not settled between the Indemnified Party and such third party, unless theRepresentative agrees otherwise in writing, Losses related such Third Party Claim will not be indemnifiable pursuant to Section 8.2(a) unlessand until an arbitrator has issued a decision in respect of such Third Party Claim; provided that for clarity this Section 8.3(k) will notpreclude the ability of any Indemnified Party to file an indemnification claim with respect to such Third Party Claim following the discoveryof its existence.

(l) In calculating the amount of any Loss, there shall be deducted an amount equal to any net Tax benefit actually realized asa result of such Loss by the Indemnified Party claiming such Loss in the taxable period such Loss is paid or incurred, and there shall be addedan amount equal to any Tax imposed on the receipt of any indemnity payment with respect thereto. An Indemnified Party will be deemed torealize a net Tax benefit in a taxable period in respect of any Loss incurred by such Indemnified Party to the extent that the liability for Taxesof such Indemnified Party for such taxable period, calculated with such Loss excluded, exceeds the actual liability for Taxes of suchIndemnified Party for such taxable period, calculated with such Loss included.

8.4IndemnificationClaimProcedures;Arbitration.

(a) Subject to the limitations set forth in Section 8.1 , if an Indemnified Party wishes to make an indemnification claimunder this Article VIII , such Indemnified Party shall deliver a written notice (an “ Indemnification Claim Notice ”) to the Representative(with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against anIndemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, orreasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of suchLosses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, thenature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification ClaimNotice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice.

(b) If the Representative on behalf of the Indemnifying Parties (or the Indemnifying Party in the event that indemnificationis being sought hereunder directly from such Indemnifying Party)

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shall not object in writing within the thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice ofobjection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicableindemnification claim (an “ Indemnification Claim Objection Notice ”), such failure to so object shall be an irrevocable acknowledgmentby the Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to thefull amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, Parent shall instruct the Escrow Agent topromptly release to the applicable Indemnified Party from the Escrow Fund the amount of Losses set forth in such Indemnification ClaimNotice. The Escrow Agent shall be entitled to rely on any such instruction and make distributions from the Escrow Fund in accordance withthe terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund the amount of Losses set forth in suchIndemnification Claim Notice. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid toan Indemnified Party by the Indemnifying Parties in accordance with such Indemnification Claim, then each Indemnifying Party shall, withinten (10) Business Days following the expiration date of the right of the Indemnifying Party Representative to make an Indemnification ClaimObjection Notice, pay to the Indemnified Party, such Indemnifying Parties’ Pro Rata Portion of such shortfall (subject to the applicableliability limitations herein).

(c) In the event that the Representative (or in the event that indemnification is being sought hereunder directly from anIndemnifying Party, such Indemnifying Party) shall deliver an Indemnification Claim Objection Notice in accordance with Section 8.4(b)within thirty (30) days after delivery of such Indemnification Claim Notice, the Representative (or such objecting Indemnifying Party) andParent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Representative(or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signedby both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent.The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with theterms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund the amount of Losses set forth in suchIndemnification Claim Notice. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to anIndemnified Party in accordance with such memorandum and this Agreement, then each Indemnifying Party shall, within ten (10) BusinessDays following the date of such memorandum, pay to the Indemnified Party such Indemnifying Party’s Pro Rata Portion of such shortfall(subject to the applicable liability limitations herein).

(d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of anIndemnification Claim Objection Notice, either Parent or the Representative (or the objecting Indemnifying Party) may demand arbitration ofthe matter, unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which event arbitrationshall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the matter shall besettled by arbitration conducted pursuant to Section 10.13 .

(e) Arbitration under Section 10.13 shall apply to any dispute among the Indemnifying Parties and the Indemnified Partiesunder this Article VIII . The Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Fund in accordance with, theterms of any such award, judgment, decree or order of the arbitrator(s), as applicable. In such event, following written receipt of thearbitrator’s decision, the Escrow Agent shall promptly release from the Escrow Fund to the Indemnifying Parties the amount of Lossesdetermined indemnifiable by the arbitrator. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amountowed to an Indemnified Party in accordance with such decision and this Agreement, then each Indemnifying Party shall, within ten (10)Business Days following

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the date of such memorandum, pay to the Indemnified Party such Indemnifying Party’s Pro Rata Portion of such shortfall (subject to theapplicable liability limitations herein).

(f) For all purposes of this Article VIII , (i) for purposes of any claims or recovery by the Indemnified Parties, any sharesof Parent Common Stock held within the Escrow Fund or otherwise paid as any portion of the Total Consideration shall be valued at theParent Trading Price as of the date of such recovery from the Escrow Fund or applicable Indemnifying Party, (ii) any recovery from theEscrow Fund shall consist of an amount of cash and a number of shares of Parent Common Stock such that the ratio between the values ofsuch amounts is equal to the Escrow Ratio; provided that the Escrow Ratio shall be increased or decreased to reflect any increase or decreasein the Parent Trading Price as of the date of such recovery from the Escrow Fund relative to the Parent Trading Price as of the First EffectiveTime, (iii) while each Indemnifying Party shall be deemed to have contributed his, her or its Pro Rata Portion of the Escrow Fund, (A) withrespect to each Indemnifying Party that (I) is a Participating Individual or (II) Parent has deemed an Unaccredited Investor pursuant toSection 1.6(g) , such contribution shall be deemed to have been made solely in cash, and the right of such Indemnifying Parties to anydistribution from the Escrow Fund pursuant to the terms of this Agreement and the Escrow Agreement shall be receivable only in cash and(B) with respect to all other Indemnifying Parties, subject to Section 1.6(g) , such contributions shall have been deemed to have been made incash and shares of Parent Common Stock in the same proportion that shares of Parent Common Stock (having a per share value equal to theParent Trading Price as of the First Effective Time) and cash comprise the Total Consideration payable to such Indemnifying Party pursuantto Section 1.6(b)(i) , Section 1.6(c)(i) and Section 1.6(d)(i) (excluding, for purposes of this Section 8.4(f) , any shares of Parent CommonStock issued into a restricted account of Parent’s transfer agent pursuant to Section 1.9(a) and not subsequently transferred by Parent’stransfer agent to unrestricted accounts of the Indemnifying Parties pursuant to an instruction by Parent in accordance with 1.9(c)(ii) ), and theright of such Indemnifying Parties to any distribution from the Escrow Fund pursuant to the terms of this Agreement and the EscrowAgreement shall be receivable in cash and shares of Parent Common Stock in the same proportion that shares of Parent Common Stock(having a per share value equal to the Parent Trading Price as of the First Effective Time) and cash comprise the Total Consideration payableto such Indemnifying Party pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) and Section 1.6(d)(i) .

8.5Third-PartyClaims.

(a) In the event Parent becomes aware of a third party claim (a “ Third Party Claim ”) which Parent reasonably believesmay result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VIII , Parent shall notify theRepresentative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) ofsuch Third Party Claim (it being understood that no delay in providing such notice shall prejudice Parent’s rights under this Article VIII ,unless and then only to the extent that the Indemnifying Parties are materially prejudiced thereby), and the Representative shall be entitled onbehalf of the Indemnifying Parties (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, suchIndemnifying Party shall be entitled), at the expense of the Indemnifying Parties and only to the extent it does not affect any privilege relatingto any Indemnified Person, to consult with Parent with respect to, but not to determine or conduct, the defense of such Third Party Claim .Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such Third Party Claim; provided , however , thatexcept with the consent of the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party,such Indemnifying Party, and in each case such consent not to be unreasonably withheld, conditioned or delayed), no settlement or resolutionof any such Third Party Claim shall be determinative of the existence or the amount of Losses resulting from, arising out of or relating to suchThird Party Claim (including the Indemnified Parties’ reasonable attorneys’ and consultants’ fees and expenses incurred in

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connection with investigating, defending (including expenses of offensive actions taken in connection with any defensive strategy) against orsettling such Third Party Claims (such fees and expenses, “ Claim Fees ”). In the event that the Representative (or, in the eventindemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) has consented to any suchsettlement or resolution, the Indemnifying Parties shall have no power or authority to object under any provision of this Article VIII to theamount of Losses resulting from, arising out of or relating to such Third Party Claim (including the Indemnified Parties’ Claim Fees), and theIndemnified Parties shall be entitled to indemnification for the entire amount of such Losses (including the Indemnified Parties’ Claim Fees),subject to the applicable limitations contained in Section 8.3 . In the event that the Representative (or, in the event indemnification is beingsought hereunder directly from an Indemnifying Party, such Indemnifying Party) does not, in accordance with the terms of this Section 8.5(a), consent to any such settlement or resolution, then the Indemnified Parties shall be entitled to submit the dispute with the Representative (orthe applicable Indemnifying Party, as the case may be) with respect to the existence or amount of Losses resulting from, arising out of orrelating to such Third Party Claim (including the Indemnified Parties’ Claim Fees) to an arbitrator pursuant to the procedures set forth inSection 10.13 .

(b) In no event shall the Representative or any Indemnifying Party be entitled to receive, or thereafter disclose to any thirdparty, any information in connection with any Third Party Claim unless and until the Representative, such Indemnifying Party or such otherparty has executed a customary confidentiality agreement in favor of Parent and its Affiliates with respect to such information.

(c) Notwithstanding the terms of Section 8.5(a) or Section 8.5(b) and regardless of whether a confidentiality agreement hasbeen executed in accordance with Section 8.5(b) , the Indemnified Parties may restrict or otherwise prohibit access to any documents orinformation to the extent that (a) any applicable Legal Requirements requires such Person to restrict or otherwise prohibit access to suchdocuments or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-clientprivilege, work product doctrine or other privilege applicable to such documents or information or (c) providing access to any suchdocuments or information would violate or cause a default pursuant to, or give a third party the right terminate or accelerate the rightspursuant to, any Contract.

8.6RighttoSatisfyIndemnificationClaimsbyReducingEarnoutAmounts.

(a) Subject to the applicable limitations in Section 8.3 , Parent is expressly authorized to withhold and set off any Losses forwhich it is entitled to indemnification under Article VIII , subject to final resolution of the claims set forth in any Indemnification ClaimNotice pursuant to Section 8.3(l) , against any Earnout Consideration(s) due and issuable, if any.

(b) Notwithstanding Section 8.3(l) , if at the time any Earnout Consideration becomes due and issuable and payable, (i)there shall be any outstanding Indemnification Claim Notice with respect to an indemnification claim, and (ii) the amount of Losses thatParent reasonably anticipates in good faith to be entitled to at such time in satisfaction of the claims set forth therein (such anticipated amountfor all pending claims, collectively, the “ Anticipated Losses ”), exceeds the amount in the Escrow Fund that is then available to satisfyindemnification claims, then (A) at Parent’s election, the amount of the Earnout Consideration (having a value per share equal to the ParentTrading Price as of the date(s) such Earnout Consideration becomes due and issuable) to be issued at such time may be withheld by Parent inan aggregate amount equal to the amount of the Anticipated Losses (the aggregate amount of all Anticipated Losses so withheld, the “Retained Loss Amount ”), pending the final resolution of such unresolved indemnification claim in accordance with this Agreement, (B)Parent shall issue and pay the remaining portion of such Earnout Consideration pursuant to the terms of Section 1.6(b)(i) , Section 1.6(c)(i) ,Section 1.6(d)(i) and Section

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1.6(e)(i) , and (C) Parent shall promptly provide the Representative with written notice of any Earnout Consideration pursuant to this Section8.6 .

(c) Following the final resolution pursuant to this Agreement of any indemnification claim for which a Retained LossAmount was retained, (A) if Parent has been finally determined pursuant to such resolution to have suffered aggregate indemnifiable Lossesunder this Article VIII with respect to such indemnification claim in amount less than such Retained Loss Amount (having a value per shareequal to the Parent Trading Price as of such date of final resolution) for such indemnification claim after taking into account the amount ofsuch Losses to be satisfied from the Escrow Fund, then Parent shall, within ten (10) days after such final resolution, issue (or shall cause to beissued) the portion of the Retained Loss Amount for such indemnification claim that was not used to satisfy such indemnifiable Losses andthat is not necessary in Parent’s good faith reasonable judgment to satisfy any other pending indemnification claims, for distribution pursuantto the terms of Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) , and (B) if Parent has been finally determinedpursuant to such resolution to have suffered aggregate indemnifiable Losses under this Article VIII with respect to such indemnificationclaim in an amount less than, equal to or greater than such Retained Loss Amount (having a value per share equal to the Parent Trading Priceas of such date of final resolution), after first taking into account the amount of such Losses to be satisfied from the Escrow Fund, then Parentshall be entitled to set-off and permanently retain such Retained Loss Amount (or the applicable portion thereof to the extent that the finally-determined aggregate indemnifiable Losses are less than such Retained Loss Amount). For the avoidance of doubt, if the final amount ofLosses for such indemnification claim exceeds the aggregate amount by which such Earnout Consideration was set-off and permanentlyretained, then, subject to the applicable limitations in Section 8.3 , Parent shall continue to be entitled to indemnification for the amount ofsuch excess pursuant to the terms and conditions of this Article VIII .

8.7Representative.

(a) By virtue of the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of theMergers by the Stockholders, each of the Indemnifying Parties shall be deemed to have agreed to appoint Fortis Advisors LLC as itsexclusive agent and attorney-in-fact, as the Representative for and on behalf of the Indemnifying Parties to give and receive notices andcommunications in respect of indemnification claims under this Agreement to be recovered against the Escrow Fund, to authorize payment toany Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object tosuch payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courtsand awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, anddemand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by anyIndemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any disputebetween any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take allother actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or (ii)specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act onbehalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement and in the Representative EngagementAgreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or theDisclosure Schedule. The Representative may resign at any time or such agency may be changed by the Stockholders from time to time uponnot less than thirty (30) days prior written notice to Parent; provided, however , that the Representative may not be removed unless holders ofa two-thirds interest of the Escrow Fund agree to such removal and to the identity

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of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Representative or other vacancy in the position ofRepresentative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of theRepresentative. Notices or communications to or from the Representative after the Closing shall constitute notice to or from the IndemnifyingParties. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interestand shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding onany successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, heror its interest in the Escrow Fund.

(b) The Representative shall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to begenuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or otherparty. A decision, act, consent or instruction of the Representative, including an amendment of any provision of this Agreement pursuant toSection 10.2 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the IndemnifyingParties and each such Indemnifying Party’s successors as if expressly confirmed in writing by such Indemnifying Party, and all defenseswhich may be available to any Indemnifying Party to contest, negate, or disaffirm the actions of the Representative taken in good faith underthis Agreement are waived. Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision,act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by Parentin accordance with such decision, act, consent or instruction of the Representative.

(c) Certain Indemnifying Parties have entered into an engagement agreement (the “ Representative EngagementAgreement ”) with the Representative to provide direction to the Representative in connection with its services under this Agreement, theEscrow Agreement and the Representative Engagement Agreement (such Indemnifying Parties, including their individual representatives,collectively the “ Advisory Group ”). Neither the Representative nor its members, managers, directors, officers, contractors, agents andemployees nor any member of the Advisory Group (collectively, the “ Representative Group ”) shall be liable for any act done or omittedhereunder, under the Escrow Agreement and under the Representative Engagement Agreement as Representative while acting in good faith.The Indemnifying Parties shall indemnify the Representative Group and defend and hold the Representative Group harmless against any andall losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments, amounts paid in settlement and expensesarising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, under the RepresentativeEngagement Agreement or under any agreements ancillary hereto, including the fees and expenses of any legal counsel or experts retained bythe Representative, costs incurred in connection with seeking recovery from insurers, and any amounts required to be paid by theRepresentative to the Escrow Agent pursuant to the Escrow Agreement (“ Representative Expenses ”) in each case as such RepresentativeExpense is suffered or incurred; provided , that in the event that any such Representative Expense is finally adjudicated to have been directlycaused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Holders the amount of suchindemnified Representative Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to theRepresentative by the Indemnifying Parties, any such Representative Expenses may be recovered by the Representative from (i) the funds inthe Expense Fund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise then be distributable to theIndemnifying Parties (which, for the avoidance of doubt, shall not include any amounts that remain held in the Escrow Fund subject to theresolution of any pending indemnification claims); provided , that while this section allows the Representative to be paid from the ExpenseFund and the Escrow Fund, this does not relieve the Indemnifying Parties from their obligation

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to promptly pay such Representative Expenses as they are suffered or incurred, nor does it prevent the Representative from seeking anyremedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of theIndemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities and immunities willsurvive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or the termination of thisAgreement and the Escrow Agreement. The Representative shall be entitled to use the Expense Fund in order to fund all RepresentativeExpenses. Following the Expiration Date, the resolution of all indemnification claims made under this Agreement and the satisfaction of allsuch indemnification claims, the Representative shall have the right to recover Representative Expenses incurred in excess of the amounts inthe Expense Fund and not previously recovered directly from the Indemnifying Parties from the Escrow Fund, prior to any distribution to theIndemnifying Parties, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the RepresentativeExpenses actually incurred and not previously recovered. For the avoidance of doubt, while this section allows the Representative to be paidfrom the Escrow Fund, this Section 8.7(c) shall not limit the obligation of any Indemnifying Party to promptly pay such RepresentativeExpenses as they are incurred, to the extent the Expense Fund is insufficient or unavailable. A decision, act, consent or instruction of theRepresentative, including an amendment, extension or waiver of this Agreement pursuant to Section 10.2 or Section 10.3 , shall constitute adecision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Escrow Agent andParent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction ofthe Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them inaccordance with such decision, act, consent or instruction of the Representative.

ARTICLE IX PRE-CLOSING TERMINATION OF AGREEMENT

9.1Termination. Except as provided in Section 9.2 , this Agreement may be terminated and the Mergers abandoned at any timeprior to the Closing:

(a) by mutual agreement of the Company and Parent;

(b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parentwithin two (2) hours after the execution and delivery of this Agreement by Parent and the Company;

(c) by Parent or the Company if the Closing Date shall not have occurred by June 30, 2019 (the “ End Date ”); provided ,however , that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose action or failure to acthas been a principal cause of or resulted in the failure of the Mergers to occur on or before such date and such action or failure to actconstitutes a breach of this Agreement;

(d) by Parent or the Company if any Legal Requirement enacted by a Governmental Entity of competent jurisdiction shallbe in effect which has the effect of making the Mergers illegal or otherwise prohibits or prevents the consummation of the Mergers, providedthat in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable;

(e) by Parent if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued ordeemed applicable to the Transactions by any Governmental Entity of competent jurisdiction, which would require an Action of Divestiture;

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(f) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of theCompany set forth in this Agreement such that the conditions set forth in Sections 6.2(a) and 6.2(b) would not be satisfied as of the time ofsuch breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof tothe Company; provided, however , that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or(ii) if any of the conditions to Closing in Article VI for the benefit of Parent have become irrevocably incapable of being satisfied on orbefore the End Date; or

(g) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement ofParent or the Merger Subs set forth in this Agreement such that the conditions set forth in Sections 6.3(a) and 6.3(b) would not be satisfied asof the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after writtennotice thereof to Parent; provided, however , that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot becured or (ii) if any of the conditions to Closing in Article VI for the benefit of the Company have become irrevocably incapable of beingsatisfied on or before the End Date.

9.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 9.1 , this Agreement shallforthwith become void and there shall be no liability or obligation on the part of Parent, the Merger Subs or the Company, or their respectiveofficers, directors or stockholders, if applicable; provided , however , that each party hereto shall remain liable for any willful breaches of thisAgreement prior to its termination; and provided further , however , that, the provisions of Section 5.10 (Third Party Expenses), Article X(General Provisions) and this Section 9.2 shall remain in full force and effect and survive any termination of this Agreement pursuant to theterms of this Article IX .

ARTICLE X GENERAL PROVISIONS

10.1CertainInterpretations. When a reference is made in this Agreement to an Annex, Exhibit or Schedule, such reference shallbe to an Annex, Schedule or Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Articleor a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. The words “include,” “includes”and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” All references in thisAgreement to “$” or dollars shall mean U.S. denominated dollars. The table of contents and headings set forth in this Agreement are forreference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto agree that theyhave been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law,regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the partydrafting such agreement or document.

10.2 Amendment . This Agreement may be amended by the parties hereto at any time by execution of an instrument in writingsigned on behalf of the party against whom enforcement is sought. For purposes of this Section 10.2 , the Stockholders are deemed to haveagreed that any amendment of this Agreement signed by the Company (prior to the Closing) or Representative (following the Closing) shallbe binding upon and effective against the Stockholders whether or not they have signed such amendment.

10.3Waiver. At any time prior to the Closing, Parent, on the one hand, and the Company, on the other hand, may, to the extentpermitted under any applicable Legal Requirements, (a) extend the time for the performance of any of the obligations of the other partyhereto, (b) waive any inaccuracies in the representations and warranties made to such party set forth herein or in any document deliveredpursuant

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hereto, and (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party set forth herein. Anyagreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed onbehalf of such party. For purposes of this Section 10.3 , the Stockholders are deemed to have agreed that any extension or waiver signed bythe Company (prior to the Closing) or Representative (following the Closing) shall be binding upon and effective against all Stockholderswhether or not they have signed such extension or waiver.

10.4Assignment. This Agreement shall not be assigned by operation of law or otherwise, except that Parent may assign its rightsand delegate its obligations hereunder to its Affiliates as long as Parent remains ultimately liable for all of Parent’s obligations hereunder.

10.5Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personallyor by commercial messenger or courier service, or sent by electronic mail or facsimile (with acknowledgment of complete transmission orconfirmation or receipt) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice or, ifspecifically provided for elsewhere in this Agreement, by email), provided that with respect to notices delivered to the Representative, suchnotices must be delivered solely via facsimile or email:

(a) if to Parent or either Merger Sub, to:

Bridgepoint Education, Inc.8620 Spectrum Center Blvd.San Diego, CA 92123Attention: Kevin RoyalExecutive Vice President and Chief Financial OfficerEmail: [email protected]

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati P.C.12235 El Camino RealSan Diego, California 92130Attention: Martin J. Waters and Robert T. IshiiFacsimile No.: (858) 350-2399Email: [email protected] and [email protected]

(b) if to the Company (prior to the Closing), to:

Fullstack Academy, Inc. 5 Hanover Square, Floor 25 New York, NY 10004 Attention: David Yang/Nimit MaruEmail: [email protected]@fullstackacademy.com


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Hand Baldachin & Associates LLP 8 West 40th Street, 12th Floor New York, NY 10018 Attention: Alan Baldachin, Esq. Facsimile No.: (212) 376-6080Email: [email protected]

(c) if to the Representative, to:Fortis Advisors LLC

Attention: Notice DepartmentFacsimile No.: (858) 408-1843Email: [email protected]

with a copy (which shall not constitute notice) to: Email: [email protected]

10.6 Confidentiality . Each of the parties hereto hereby agrees that the information obtained in any investigation pursuant toSection 5.5 or any information obtained pursuant to the notice requirements of Section 5.6 , or otherwise pursuant to the negotiation andexecution of this Agreement or the effectuation of the Transactions, shall be governed by the terms of the Mutual Non-Disclosure Agreementdated as of November 15, 2018 (the “ Non-Disclosure Agreement ”), between the Company and Parent and shall be kept confidential byeach party hereto as though it was a signatory to such Non-Disclosure Agreement, provided that notwithstanding anything contained in theNon-Disclosure Agreement, the Representative shall be permitted to disclose such information to the Indemnifying Parties who have a needto know such information, provided that such persons are subject to confidentiality obligations with respect thereto. In this regard, theCompany acknowledges that the Parent Common Stock is publicly traded and that any information obtained during the course of its duediligence could be considered to be material non-public information within the meaning of federal and state securities laws. Accordingly, theCompany acknowledges and agrees not to engage in any discussions, correspondence or transactions in the Parent Common Stock inviolation of applicable securities laws.

10.7PublicDisclosure. Except as required by Legal Requirements, neither the Company nor any of the Company Representativesshall issue any statement or communication to any third party (other than its agents that are bound by confidentiality restrictions) regardingthe subject matter of this Agreement or the Transactions, including, if applicable, the termination of this Agreement and the reasons therefor,without the consent of Parent; provided that the Company and the Company Representatives shall be permitted to make disclosures to theextent required (a) by filings made to Governmental Entities in connection with the transactions described herein, (b) to respond to requestsmade by Governmental Entities for information or documents in connection with the transactions described herein) and (c) in disputeresolution proceedings regarding this Agreement or the Transactions, each of the foregoing disclosures only to the extent necessary (includingonly to such Persons as required by the applicable Legal Requirement or provision of this Agreement) and after consultation with outsidelegal counsel.

10.8EntireAgreement. This Agreement, Annex A hereto, the Exhibits and Schedules hereto, the Disclosure Schedule, the RelatedAgreements, and the documents and instruments and other agreements among the parties hereto referenced herein constitute the entireagreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings bothwritten and

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oral, among the parties with respect to the subject matter hereof, and are not intended to confer upon any other person any rights or remedieshereunder, except as set forth in Section 10.9 .

10.9 No Third Party Beneficiaries . Nothing in this Agreement is intended to, or shall be construed to, confer upon any otherperson any rights or remedies hereunder, except for the Indemnified D&Os under Section 5.14 and the Indemnified Parties underArticle VIII and that from and after the Closing, each Holder is an intended third party beneficiaries of the provisions in Article I withrespect to, and subject to, the terms thereof governing the payment of the Total Consideration to such Holder (including without limitation therequirement that the shares of Parent Common Stock issuable under Article I be duly authorized, validly issued, fully paid and non-assessable).

10.10SpecificPerformanceandOtherRemedies.

(a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or partieshereto, any Holder or the Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall beentitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specificperformance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunctionpreventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or othersecurity or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding.

(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, andnot exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any oneremedy will not preclude the exercise of any other remedy (provided that for clarity, following the Closing and subject to Section 10.10(c) ,Section 8.2(f) will control exclusively on the topic of remedies).

(c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other liability that suchPerson may have at law or in equity in connection with a claim based on fraud committed by, or with the actual knowledge of, such Person.Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including theprovisions set forth in ‎ Article VIII , shall be deemed a waiver by any party to this Agreement of any right or remedy which such party mayhave at law or in equity against any Person in connection with a claim based on fraud committed by, or with the actual knowledge of, suchPerson, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for suchfraud, (ii) the time period during which a claim for such fraud may be brought or (iii) the recourse which any such party may seek againstanother Person with respect to a claim for such fraud.

10.11Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a courtof competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and theapplication of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that willachieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

10.12GoverningLaw. This Agreement shall be governed by and construed in accordance with the laws of the State of Delawareregardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

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10.13ResolutionofConflicts;Arbitration. Any claim or dispute arising out of or related to this Agreement, or the interpretation,making, performance, breach or termination thereof, shall (subject to Section 1.10(c) and Section 1.11(e) ) be finally settled by bindingarbitration in New Castle County in the State of Delaware in accordance with the then current Commercial Arbitration Rules of the AmericanArbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shallhave the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute.

(a) SelectionofArbitrators. Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of (i) ifthe Closing has not occurred, Parent and the Company and (ii) if the Closing has occurred, Parent and the Representative. Alternatively, at therequest of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none ofwhom shall have any competitive interests with Parent, the Company or the Representative. Parent and Representative shall each select onearbitrator. The two arbitrators so selected shall select a third arbitrator.

(b) Discovery. In any arbitration under this Section 10.13 , each party shall be limited to calling a total of three witnessesboth for purposes of deposition and the arbitration hearing. Subject to the foregoing limitation on the number of witnesses, the arbitrator orarbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discoverywhile allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case maybe, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the threearbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions fordiscovery abuses to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as thecase may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to withoutsubstantial justification.

(c) Decision. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to any claim ordispute (including the validity and amount of any indemnification claim set forth in an Indemnification Claim Notice) shall be final, binding,and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact andconclusions which shall set forth the award, judgment, Order awarded by the arbitrator(s). Within thirty (30) days of a decision of thearbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party.

(d) OtherRelief. The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restrainingorder, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and withoutabridgement of the powers of the arbitrator(s).

(e) CostsandExpenses. The parties agree that each party (and in the case of the Representative, the Indemnifying Partiesas provided in this Agreement) shall pay its own costs and expenses (including counsel fees) of any such arbitration; provided , however , thatthe arbitrator(s) may, either upon motion by one party or in the arbitrator(s)’s discretion, order one party to pay the other’s costs, expensesand attorneys’ fees (or a portion thereof).

10.14WaiverofJuryTrial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIALBY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OROTHERWISE) ARISING OUT OF OR RELATING

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TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCEOR ENFORCEMENT HEREOF.

10.15USAPatriotActCompliance. To help the government fight the funding of terrorism and money laundering activities, federallaw requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity the Escrow Agent will ask for documentation to verify itsformation and existence as a legal entity. The Escrow Agent may also ask to see financial statements, licenses, identification andauthorization documents from individuals claiming authority to represent the entity or other relevant documentation. The parties each agree toprovide all such information and documentation as to themselves as requested by the Escrow Agent to ensure compliance with federal law.

10.16Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and thesame agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the otherparty, it being understood that all parties need not sign the same counterpart. The exchange of a fully executed Agreement (in counterparts orotherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of thisAgreement.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, Parent, Merger Sub I, Merger Sub II, the Company and the Representative have caused this Agreement tobe executed as of the date first written above.


By: /s/ Andrew S. Clark Name: Andrew S. ClarkTitle: Chief Executive Officer and President

FS MERGER SUB, INC.

By: /s/ Greg Finkelstein Name: Greg FinkelsteinTitle: President and Treasurer

FS MERGER SUB, LLC

By: /s/ Greg Finkelstein Name: Greg FinkelsteinTitle: President and Treasurer

HBA00060935.12 Signature Page to Agreement and Plan of Reorganization


FULLSTACK ACADEMY, INC.

By: /s/ Nimit Maru Name: Nimit Maru Title: Co-Founder, Co-CEO



FORTIS ADVISORS LLC solely in its capacity as the Representative

By: /s/ Adam Lezack Name: Adam LezackTitle: Managing Director


ANNEX A

CERTAIN DEFINED TERMS

“ 2018 Audited Financial Statements ” shall have the meaning assigned to it in Section 5.15(b) .

“ 2019 Audit ” shall have the meaning assigned to it in Section 5.15(a) .

“ 2019 Unaudited Interim Financial Statements ” shall have the meaning assigned to it in Section 5.15(c) .

“ 280G Approval ” shall have the meaning assigned to it in Section 5.2(b) .

“ 280G Waivers ” shall mean the 280G Waivers executed and delivered by certain Employees or any other “disqualified individual”(as defined in Code Section 280G and the regulations promulgated thereunder) prior to the solicitation of the 280G Approval in a form that isreasonably acceptable to Parent.

“ 401(k) Plan ” shall have the meaning assigned to it in Section 5.8(b) .

“ Accounting Firm ” shall have the meaning assigned to it in Section 5.15(a) .

“ Accredited Investor ” shall have the meaning set forth in Regulation D.

“ Action of Divestiture ” shall have the meaning assigned to it in Section 5.3(b) .

“ Action ” shall mean any action, suit, claim, complaint, litigation, investigation, audit, proceeding, arbitration or other similardispute, in each case by or before a Governmental Entity of competent jurisdiction.

“ Affiliate ” of any Person shall mean another Person that directly or indirectly through one or more intermediaries controls, iscontrolled by or is under common control with, such first Person.

“ Aggregate Exercise Price ” means the aggregate exercise price with respect to (i) all Issued and Outstanding Company Options(other than Out-of-the-Money Company Options) which are unexpired, unexercised, and (ii) all and Promised Company Options, in eachcase, outstanding immediately prior to the First Effective Time.

“ Agreement ” shall have the meaning assigned to it in the Preamble.

“ Agreement Date ” shall have the meaning assigned to it in the Preamble.

“ Alternative Transaction ” shall have the meaning assigned to it in Section 5.1(b) .

“ Amended or Terminated Agreements ” shall have the meaning assigned to it in Section 5.7(b) .

“ Anticipated Losses ” shall have the meaning assigned to it in Section 8.6(b) .

“ Anti-Corruption Requirements ” shall have the meaning assigned to it in Section 2.20(c) .

“ Balance Sheet Date ” shall have the meaning assigned to it in Section 2.7(a) .

HBA00060935.12

“ Behavioral Data ” shall mean (i) any information describing, identifying or collected from, and any identifier relating to, anyinternet protocol address, browser, computer, device, machine, application, web beacon, pixel tag, ad tag, cookie, local storage object, orSoftware; (ii) any behavioral, browsing, usage, purchase, interest-based or demographic information obtained from a third-party or that isbased on any of the information described in (i); and (iii) any geolocation data or other information that is associated, directly or indirectly(by, for example, records linked via unique keys), with any information described in element (i) or (ii) of this definition.

“ Books and Records ” shall have the meaning assigned to it in Section 2.22 .

“ Business Day ” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in San Diego,California and New York, New York are authorized or obligated by law or executive order to close.

“ Cancelled Shares ” shall have the meaning assigned to it in Section 1.6(b)(ii) .

“ Cash In Transit ” shall mean (i) any payments made via Quickbooks, Intuit Merchant Processing and Paysimple that has beenprocessed, but not yet funded to the bank account of the Company or its applicable Subsidiary and (ii) any payments from Quickbookssettling on the next Business Day.

“ Certificate of Incorporation ” shall have the meaning assigned to it in Section 2.1 .

“ Certificates of Merger ” shall have the meaning assigned to it in Section 1.1(b) .

“ Charter Documents ” shall have the meaning assigned to it in Section 2.1 .

“ Claim Fees ” shall have the meaning assigned to it in Section 8.5(a) .

“ Closing ” shall have the meaning assigned to it in Section 1.2(a) .

“ Closing Cash ” shall mean the amount of any unrestricted cash, cash equivalents and cash paid, but not settled and deposited(including Cash In Transit), of the Company and its Subsidiaries as of immediately prior to the First Effective Time.

“ Closing Date ” shall have the meaning assigned to it in Section 1.2(a) .

“ Closing Date Balance Sheet ” shall have the meaning assigned to it in Section 1.11(a) .

“ Closing Indebtedness ” shall mean the aggregate amount of all outstanding Indebtedness (including principal and accrued andunpaid interest) of the Company and its Subsidiaries as of immediately prior to the First Effective Time, including any termination, pre-payment or balloon or similar penalties or premiums that are paid or become payable as a result of the full repayment and retirement of suchIndebtedness immediately following the First Effective Time (including, for the avoidance of doubt, all outstanding Non-ParticipatingCompany Notes).

“ Closing Stock Consideration ” shall mean Two Million Five Hundred Thousand (2,500,000) shares of Parent Common Stock.

“ COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Company ” shall have the meaning assigned to it in the Recitals.

“ Company Authorizations ” shall have the meaning assigned to it in Section 2.17 .

“ Company Capital Stock ” shall mean the Company Common Stock and any other shares of capital stock, if any, of the Company,taken together.

“ Company Common Stock ” shall mean shares of common stock, par value $0.0001 per share, of the Company.

“ Company Database ” shall mean each database in which Private Data or other confidential or proprietary information is or hasbeen maintained by or for the Company or any of its Subsidiaries.

“ Company Employee Plan ” shall mean any plan, program, policy, practice, contract, agreement or other arrangement providing forcompensation severance, change of control, termination pay, deferred compensation, bonus, performance awards, incentive compensation,equity or equity-related awards, phantom stock or bonus awards, welfare benefits, health benefits or medical insurance, retirement benefits,fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded,including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to orrequired to be contributed to by the Company or any ERISA Affiliate for the benefit of any Employee, or with respect to which the Companyor any ERISA Affiliate has or may have any liability or obligation, including any International Employee Plan.

“ Company IP Contract ” shall mean any Contract to which the Company or any of its Subsidiaries is a party or by which theCompany or any of its Subsidiaries is bound, that contains any assignment or license of, or any covenant not to assert or enforce, anyCompany IP.

“ Company IP ” shall mean any and all Intellectual Property Rights and Intellectual Property that are owned by or exclusivelylicensed by, or purported to be owned by or exclusively licensed by, the Company or any of its Subsidiaries.

“ Company IT Assets ” shall have the meaning assigned to it in Section 2.13(k) .

“ Company Material Adverse Effect ” shall mean any change, event, violation, inaccuracy, circumstance or effect (any such item,an “ Effect ”) that, individually or when taken together with all other Effects that exist or have occurred prior to the date of determination ofthe occurrence of the Company Material Adverse Effect, is or would reasonably be expected to (i) prevent or materially impair or materiallydelay the consummation of the Mergers or the ability of the Company to perform its covenants and obligations pursuant to this Agreement, or(ii) be materially adverse to the business, assets (including intangible assets), liabilities, financial condition or results of operations of theCompany and its Subsidiaries taken as a whole, provided , however , that in no event shall any Effect resulting from any of the following,either alone or in combination, be taken into account in determining whether there has been a Company Material Adverse Effect under clause(ii): (a) any change in the economic conditions of the United States or global economy or capital or financial markets generally, (b) anychange in economic conditions generally affecting industries in which the Company conducts business, (c) any change in LegalRequirements, (d) any change in GAAP, (e) acts of war, sabotage or terrorism or military actions (or any escalation or worsening thereof), (f)earthquakes, hurricanes, tornadoes, floods or other natural disasters, (g) any failure to meet financial projections, estimates or forecasts forany future period (provided, that the underlying cause of such failure

may, to the extent applicable, be considered in determining whether there has been a Company Material Adverse Effect), and (i) in and ofitself, compliance with the express terms of this Agreement, unless, in each of clauses (a)-(f), such Effect disproportionately affects theCompany and its Subsidiaries, taken as a whole, relative to other companies in the Company’s industry.

“ Company Note ” shall mean any issued and outstanding promissory notes that are convertible into shares of Company CapitalStock.

“ Company Options ” shall mean all Issued and Outstanding Company Options and Promised Company Options.

“ Company Privacy Policy ” shall mean each external or internal, past or present privacy policy or privacy- or security-relatedrepresentation, statement, notice, obligation or promise of the Company or any of its Subsidiaries to the public (or, in the case of EmployeePrivate Data only, to its Employees), including any such policy, representation, statement, notice, obligation, or promise relating to: (i) theprivacy of users of any Company Product or any website or service operated by or on behalf of the Company or any of its Subsidiaries;(ii) the collection, use, storage, hosting, disclosure, transmission, transfer, disposal, retention, interception, or other processing of, or securityof, any Private Data; or (iii) Private Data about individuals who are Employees.

“ Company Private Data Processing Contract ” shall mean any Contract to which the Company or any of its Subsidiaries is or wasa party, or by which the Company or any of its Subsidiaries is or was bound, that relates directly to the collection, use, disclosure, transfer,transmission, storage, hosting, disposal, retention, interception or other processing of Private Data.

“ Company Product ” shall mean each product (including software and databases) or service marketed, distributed, made available,imported, licensed or sold by or on behalf of the Company or any of its Subsidiaries at any time since its inception, and any product or serviceunder development by or for the Company or any of its Subsidiaries that the Company or any of its Subsidiaries, intends to make, market,distribute, make available, import, license or sell.

“ Company Recommendation ” shall have the meaning assigned to it in Section 2.2 .

“ Company Representatives ” shall have the meaning assigned to it in Section 5.1(b) .

“ Company Securities ” shall means shares of Company Capital Stock and Company Options.

“ Company Sites ” shall have the meaning assigned to it in Section 2.13(q) .

“ Company Software ” shall mean any Software (including Software that is Company IP or Licensed IP), that is embedded in, orused by the Company or its Subsidiaries in the development, delivery, hosting or distribution of, any Company Products, including any suchSoftware that is used by the Company or its Subsidiaries to collect, transfer, transmit, store, host or otherwise process Private Data.

“ Company Stock Certificates ” shall have the meaning assigned to it in Section 1.8(d) .

“ Company Support Stockholders ” shall mean each of David Yang, Nimit Maru and Y Combinator S2012, LLC.

“ Continuing Employee ” shall mean an Employee who is employed by the Company or any of its Subsidiaries as of the ClosingDate and continues his or her employment with Parent or one of its Subsidiaries on the Business Day following the Closing Date (including,for the avoidance of doubt, any employee who is on maternity leave, short-term disability leave, long-term disability leave, military leave oranother approved leave of absence as of the Closing Date).

“ Contract ” shall mean any contract, statement of work, mortgage, indenture, lease, license, covenant, plan, insurance policy orother agreement, instrument, arrangement, understanding or commitment, permit, concession, franchise, license or obligation, whether writtenor oral, in each case that purports to be legally binding.

“ Copyleft Licenses ” shall have the meaning assigned to it in Section 2.13(m)(i) .

“ Current Balance Sheet ” shall have the meaning assigned to it in Section 2.7(a) .

“ D&O Policy ” shall have the meaning assigned to it in Section 5.14(b) .

“ Delaware Law ” shall mean the General Corporation Law of the State of Delaware.

“ Disclosure Schedule ” shall have the meaning assigned to it in the preamble to Article II .

“ Disposition ” shall mean the occurrence of any of the following events: (i) a consolidation or merger of Parent with or into anyother Person or Persons or a sale of equity securities of Parent in a single transaction or in a series of related transactions in which thestockholders of Parent as of immediately prior to such consolidation or merger or transaction or series of transactions, do not continue to holdat least a 50% interest in the surviving entity; (ii) Parent no longer owning and controlling, directly or indirectly, a majority of each class ofoutstanding equity interests of the Surviving LLC and its Subsidiaries or (iii) a transfer of a majority of the collective assets of the SurvivingLLC and its Subsidiaries to a Person that is not an Affiliate. Notwithstanding the foregoing, a transaction will not be deemed a Disposition forpurposes of the Retention Bonus unless the transaction qualifies as a Change in Control event within the meaning of Code Section 409A as ithas been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance thathas been promulgated or may be promulgated thereunder from time to time.

“ Dispute Statement ” shall have the meaning assigned to it in Section 1.11(c) .

“ Disputed Items ” shall have the meaning assigned to it in Section 1.11(e) .

“ Dissenting Shares ” shall have the meaning assigned to it in Section 1.6(b)(iii) .

“ DOL ” shall mean the United States Department of Labor.

“ Effective Time ” shall mean each of the First Effective Time and the Second Effective Time.

“ Employee Agreement ” shall mean each management, employment, severance, separation, settlement, consulting, contractor,relocation, change of control, retention, bonus, repatriation, expatriation, loan, visa, work permit or other agreement or contract (including,any offer letter or any agreement providing for acceleration of Company Options, or any other agreement providing for compensation orbenefits or that is not terminable at will) between the Company, any of its Subsidiaries or any ERISA Affiliate, as applicable, and anyEmployee.

“ Employee ” shall mean any current or former employee, consultant, independent contractor or director of the Company, any of itsSubsidiaries or any ERISA Affiliate.

“ End Date ” shall have the meaning assigned to it in Section 9.1(c) .

“ Enforceability Limitations ” shall have the meaning assigned to it in Section 2.2 .

“ ERISA Affiliate ” shall mean each Subsidiary of the Company any other Person under common control with the Company or that,together with the Company, could be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or within the meaningof Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Escrow Agent ” shall mean the escrow agent designated under the Escrow Agreement or another institution acceptable to Parentand the Representative, and any successor escrow agent appointed pursuant to the Escrow Agreement.

“ Escrow Agreement ” shall mean the Escrow Agreement executed and delivered concurrently herewith and attached hereto asExhibit F .

“ Escrow Amount ” shall mean, at any given time, an amount equal to twelve and one-half percent (12.5%) of the aggregate amountof the Total Consideration issued and paid to the Holders pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section1.6(e)(i) in respect of Company Capital Stock, Issued and Outstanding Company Options, Participating Company Notes and PromisedCompany Options held by such Holders immediately prior to the Effective Time, excluding the Retention Based Payment unless and untilsuch time (if any) that Parent has authorized its transfer agent to transfer the shares of Parent Common Stock comprising the Retention BasedPayment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) .

“ Escrow Cash Percentage ” shall mean the percentage obtained by dividing (i) the aggregate amount of the Total Considerationpaid to the Holders pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) in the form of cash, after givingeffect to Section 1.6(g) by (ii) the aggregate amount of the Total Consideration issued and paid to the Holders pursuant to Section 1.6(b)(i) ,Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) , whether in the form of cash or shares of Parent Common Stock (having a value pershare equal to the Parent Trading Price as of the First Effective Time), excluding from both the numerator and denominator the RetentionBased Payment unless and until such time (if any) that Parent has authorized its transfer agent to transfer the shares of Parent Common Stockcomprising the Retention Based Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii).

“ Escrow Fund ” shall have the meaning assigned to it in Section 1.8(b)(i) .

“ Escrow Ratio ” shall mean the ratio obtained by dividing the Escrow Cash Percentage by the Escrow Stock Percentage.

“ Escrow Shares ” shall mean the shares of Parent Common Stock held in the Escrow Fund on behalf of the Indemnifying Parties inaccordance with the terms of this Agreement and the Escrow Agreement.

“ Escrow Stock Percentage ” shall mean the percentage obtained by dividing (i) the aggregate amount of the Total Considerationissued to the Holders pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) and Section

1.6(d)(i) in the form of shares of Parent Common Stock (having a value per share equal to the Parent Trading Price as of the First EffectiveTime), after giving effect to Section 1.6(g) by (ii) the aggregate amount of the Total Consideration issued and paid to the Holders pursuant toSection 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) , whether in the form of cash or shares of Parent Common Stock(having a value per share equal to the Parent Trading Price as of the First Effective Time), excluding from both the numerator anddenominator the Retention Based Payment unless and until such time (if any) that Parent has authorized its transfer agent to transfer theshares of Parent Common Stock comprising the Retention Based Payment out of the transfer agent’s restricted account pursuant to Section1.9(c)(ii) .

“ Estimated Total Cash Consideration ” shall have the meaning assigned to it in Section 1.11(a) .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Exchange Agent ” shall have the meaning assigned to it in Section 1.8(a) .

“ Exchange Documents ” shall have the meaning assigned to it in Section 1.8(d) .

“ Expense Fund ” shall have the meaning assigned to it in Section 1.8(c) .

“ Expense Fund Amount ” shall have the meaning assigned to it in Section 1.8(c) .

“ Expiration Date ” shall have the meaning assigned to it in Section 8.1 .

“ Export Approvals ” shall have the meaning assigned to it in Section 2.20(b) .

“ Final Total Cash Consideration ” shall have the meaning assigned to it in Section 1.11(f) .

“ Financials ” shall have the meaning assigned to it in Section 2.7(a) .

“ First Certificate of Merger ” shall have the meaning assigned to it in Section 1.1(a) .

“ First Effective Time ” shall have the meaning assigned to it in Section 1.2(b) .

“ First Merger ” shall have the meaning assigned to it in the Recitals.

“ Founders ” shall mean David Yang and Nimit Maru.

“ Fundamental Representations ” shall have the meaning assigned to in Section 8.1 .

“ GAAP ” shall mean United States generally accepted accounting principles, consistently applied.

“ Governmental Entity ” shall mean any legislative body, court, administrative agency, entity or commission or other federal, state,county, local, regional or other foreign governmental authority, instrumentality, agency, entity or commission.

“ Harmful Code ” shall have the meaning assigned to it in Section 2.13(j) .

“ Hazardous Material ” shall mean any substance that has been designated by any Governmental Entity or by applicable LegalRequirement to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including PCBs, asbestos,petroleum, and urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response,

Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservationand Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws.

“ Hazardous Materials Activities ” shall have the meaning assigned to it in Section 2.20(d) .

“ Holders ” shall mean the Stockholders, Optionholders, Participating Company Noteholders and Participating Individual as ofimmediately prior to the First Effective Time.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulationspromulgated thereunder.

“ Indebtedness ” of any Person shall mean, without duplication: (i) all liabilities of such Person for borrowed money, whether currentor funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes or similar instruments, and all liabilities in respect ofmandatorily redeemable or purchasable share capital or securities convertible into share capital; (ii) all liabilities of such Person for thedeferred purchase price of property or services, which are required to be classified and accounted for under GAAP as liabilities (for clarity,excluding accounts payable and accrued expenses included in the calculation of Net Working Capital); (iii) all liabilities of such Person inrespect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are, and tothe extent, required to be classified and accounted for under GAAP as capital leases; (iv) all liabilities of such Person evidenced by any letterof credit or similar credit transaction entered into for the purpose of securing any lease deposit (to the extent drawn); (v) all liabilities of suchPerson for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of atype described in clauses (i) through (iv) above to the extent of the obligation secured (to the extent drawn); (vi) all guarantees by such Personof any liabilities of a third party of a nature similar to the types of liabilities described in clauses (i) through (v) above, to the extent of theobligation guaranteed, and (vii) all interest, fees, change of control payments, prepayment premiums and other expenses owed with respect tothe indebtedness referred to in clauses (i) through (vi) above. For clarity, in no event shall Indebtedness include any intercompanyindebtedness.

“ Indemnification Claim Notice ” shall have the meaning assigned to it in Section 8.4(a) .

“ Indemnification Claim Objection Notice ” shall have the meaning assigned to it in Section 8.4(b) .

“ Indemnified D&O ” shall mean each Person who is or was an officer or director of the Company or any of its Subsidiaries at or atany time prior to the First Effective Time.

“ Indemnified Party ” and “Indemnified Parties ” shall have the meaning assigned to them in Section 8.2(a) .

“ Indemnified Taxes ” shall mean (A) all Taxes of the Company or any of its Subsidiaries attributable to any Pre-Closing Tax Periodor the portion of any Straddle Period ending on the Closing Date or resulting from actions taken on or prior to the Closing Date, (B) all Taxesof the Company or any of its Subsidiaries arising as a result of the Company or any of its Subsidiaries being (or ceasing to be), on or prior tothe Closing Date, a member of an affiliated, combined, consolidated or unified group pursuant to Treasury Regulations Section 1.1502-6 (orany similar provision of state, local or foreign law), as transferee or successor, by Contract or otherwise, in each case, which relates to atransaction or event occurring on or before the Closing Date, and (C) all Taxes of the Company or any of its Subsidiaries resulting from theTransactions. including any Transaction Payroll Taxes payable before, substantially contemporaneously with or shortly after the

Closing Date (except to the extent already taken into account as a Third Party Expense), and one-half of all Transfer Taxes; provided , that ,in each case, Indemnified Taxes shall not include Taxes (i) arising from any transaction entered into by Parent or any of its Affiliates outsidethe ordinary course of business consistent with past practice on the Closing Date after the Closing, (ii) to the extent specifically reflected as aliability in the calculation of Net Working Capital, (iii) to the extent specifically included in the calculation of Third Party Expenses, (iv)resulting from Parent’s breach of any provision of this Agreement relating to Taxes, or (v) relating to the availability of or limitations on, orreductions in or changes to, any Tax attributes of the Company (including net operating losses, credit carryovers, Tax basis and depreciationor amortization periods) with respect to any taxable period (or portion thereof) beginning after the Closing Date.

“ Indemnifying Party ” and “ Indemnifying Parties ” shall have the meaning assigned to them in Section 8.2(a).

“ Individual Retention Bonus ” shall have the meaning assigned to it in Section 5.8(d) .

“ Information Statement ” shall have the meaning assigned to it in Section 5.2(a) .

“ Intellectual Property Rights ” shall mean all rights of the following types, which may exist or be created under the laws of anyjurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights;(ii) trademark, service mark, business name, brand name, domain name and trade name rights and similar rights; (iii) trade secret rights; (iv)patents, patent applications, utility models, design rights, and all related patent rights; (v) other proprietary rights in Intellectual Property; (vi)rights in or relating to applications, registrations, renewals, extensions, combinations, revisions, divisions, continuations, continuations-in-partand reissues of, and applications for, any of the rights referred to in clauses (i) through (v) above; and (vii) all causes of action and rights tosue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse ormisappropriation.

“ Intellectual Property ” shall mean algorithms, APIs, data, databases, data collections, diagrams, formulae, inventions (whether ornot patentable), know-how, logos, designs, marks (including brand names, product names, logos, and slogans), methods, networkconfigurations and architectures, processes, proprietary information, protocols, schematics, specifications, Software, Software code (in anyform, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship(including written, audio and visual materials), business or technical information (including technical data, customer and supplier lists,pricing and cost information, and business and marketing plans and proposals), all other forms of technology(whether or not embodied in anytangible form and including all tangible embodiments of the foregoing), and other such items for which Intellectual Property Rights may besecured, including any documents or other tangible media containing any of the foregoing.

“ Interested Party ” shall have the meaning assigned to it in Section 2.21 .

“ Interim Financials ” shall have the meaning assigned to it in Section 2.7(a) .

“ International Employee Plan ” shall mean each Company Employee Plan or Employee Agreement that has been adopted ormaintained by the Company or any ERISA Affiliate, whether formally or informally, or with respect to which the Company or any ERISAAffiliate has or may have any liability or obligation, with respect to Employees who perform services outside the United States.

“ Investor Suitability Documentation ” shall have the meaning assigned to it in Section 5.13(a) .

“ IRS ” shall mean the United States Internal Revenue Service.

“ Issued and Outstanding Company Options ” shall mean all issued and outstanding Company Options.

“ Joinder Agreements ” shall have the meaning assigned to it in the Recitals.

“ Key Employee Offer Letters ” shall have the meaning assigned to it in the Recitals.

“ Key Employees ” shall mean each of David Yang, Nimit Maru and Mogan Subramaniam.

“ Knowledge ” or “ Known ” shall mean, with respect to the Company, (a) the actual knowledge of each of the Key Employees andeach of Karl Nelis Parts, Iker Arce, Daniel Schneider, Matthew Short and Huntly Mayo-Malasky and (b) the knowledge such Persons wouldbe expected to have following reasonable inquiry by such Persons of directly reporting employees of the Company and each of itsSubsidiaries who have operational responsibility for the matters in question. For clarity, references in this Agreement to the “actualKnowledge” of the Company shall mean the preceding clause (a) only (and not the preceding clause (b)).

“ Lease Agreements ” shall have the meaning assigned to it in Section 2.10 .

“ Leased Real Property ” shall have the meaning assigned to it in Section 2.10 .

“ Legal Requirement ” shall mean any applicable U.S. or non-U.S. federal, state, local or other constitution, law, treaty, directive,statute, ordinance, rule, regulation, published administrative position, policy or controlling principal of common law, or any Order, in anycase issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any GovernmentalEntity.

“ Licensed IP ” shall mean all Intellectual Property Rights and Intellectual Property used or held for use in the conduct of thebusiness of the Company or any of its Subsidiaries, in each case that are not owned by, or purported to be owned by, the Company or any ofits Subsidiaries.

“ Licensed IP Contract ” shall mean any Contract to which the Company or any of its Subsidiaries is a party or by which theCompany or any of its Subsidiaries is bound, pursuant to which the Company or any of its Subsidiaries is granted a license or covenant not tosue with respect to Licensed IP.

“ Lien ” shall mean any lien, pledge, charge, claim, mortgage, assessment, hypothecation, deed of trust, lease, option, right of firstrefusal, easement, right of way, security interest, preemptive right, covenant, exclusive license, servitude, transfer restriction or other similarencumbrance of any kind or character whatsoever.

“ Loan Repayment Amount ” shall have the meaning assigned to it in Section 1.13 .

“ Lock-Up Agreements ” shall have the meaning assigned to it in the Recitals .

“ Loss ” and “ Losses ” shall have the meaning assigned to them in Section 8.2(a) .

“ Made Available ” shall mean that the Company has posted such materials to the virtual data room hosted by SecureDocs, Inc. andmade available to Parent and its representatives during the negotiation of

this Agreement, but only if so posted and made available on or prior to the date that is one (1) Business Day prior to the Agreement Date.

“ Material Contracts ” shall have the meaning assigned to it in Section 2.14(a) .

“ Merger Sub I ” shall have the meaning assigned to it in the preamble to the Recitals.

“ Merger Sub II ” shall have the meaning assigned to it in the preamble to the Recitals.

“ Merger Subs ” shall have the meaning assigned to it in the preamble to the Recitals.

“ Mergers ” shall have the meaning assigned to it in the Recitals.

“ Net Working Capital ” shall mean the Company’s total consolidated current assets (excluding Closing Cash and AggregateExercise Price) minus the Company’s total consolidated current liabilities (excluding Third Party Expenses and Closing Indebtedness), ineach case as of immediately prior to the First Effective Time.

“ Net Working Capital Amount ” shall mean an amount equal to (i) if Net Working Capital is greater than the Net Working CapitalTarget by $100,000 or more, the amount by which Net Working Capital is greater than the Net Working Capital Target, (ii) if Net WorkingCapital is within $100,000 of the Net Working Capital Target (in either the positive or negative direction), zero, and (iii) if Net WorkingCapital is less than the Net Working Capital Target by $100,000 or more, the amount by which Net Working Capital is less than the NetWorking Capital Target (it being understood that this clause (iii) shall be expressed as a negative number).

“ Net Working Capital Target ” shall mean $2,000,000.

“ Non-Competition and Non-Solicitation Agreements ” shall mean the Non-Competition and Non-Solicitation Agreementsexecuted and delivered by each Key Employee in substantially the form attached hereto as Exhibit G .

“ Non-Continuing Employees ” shall mean all Employees other than Continuing Employees.

“ Non-Disclosure Agreement ” shall have the meaning assigned to it in Section 10.6 .

“ Non-Negotiated Vendor Contract ” shall mean a Contract that meets all of the following conditions: (i) such Contract grants to theCompany a non-exclusive license to download or use generally commercially available, non-customized Software, or a non-exclusive right toaccess and use the functionality of such Software on a hosted or “software-as-a-service” basis (and does not include any other licenses ofIntellectual Property or Intellectual Property Rights except licenses to (A) Company’s feedback and suggestions or (B) either party’strademark for inclusion on customer lists or use in the provision of services); (ii) such Contract is a non-negotiable “shrink-wrap” or “click-through” Contract; (iii) the Software licensed or made available under such Contract is not included, incorporated or embedded in, linked to,combined or distributed with, or used in the development, design, delivery, distribution or provision of any Company Product; (iv) theContract does not require the Company to pay any license fee, subscription fee, service fee or other amount except for a one-time license feeof no more than $10,000 or ongoing subscription or service fees of no more than $5,000 per year; and (v) the Contract is not a license forOpen Source Software.

“ Non-Participating Company Note ” means any Company Note issued and outstanding as of immediately prior to the FirstEffective Time, the holder of which has executed a Payoff Letter and elected to receive repayment in full of all amounts owed in respect ofsuch Company Notes pursuant to the terms of such Company Note.

“ Non-Participating Company Noteholder ” shall mean a holder of a Non-Participating Company Note as of immediately prior tothe Effective Time.

“ Noteholder ” shall mean a holder of Non-Participating Company Notes or Participating Company Notes as of immediately prior tothe Effective Time.

“ Officer’s Certificate ” shall have the meaning assigned to it in Section 6.2(j) .

“ Open Source Software ” shall have the meaning assigned to it in Section 2.13(m)(i) .

“ Option Closing Payment ” shall have the meaning assigned to it in Section 1.6(c)(i)(B) .

“ Option Earnout Payment ” shall have the meaning assigned to it in Section 1.6(c)(i)(D) .

“ Option Exercise Price ” shall have the meaning assigned to it in Section 1.6(c)(i)(A) .

“ Option Retention Based Payment ” shall have the meaning assigned to it in Section 1.6(c)(i)(C) .

“ Optionholder ” shall mean any holder of any Issued and Outstanding Company Option as of immediately prior to the FirstEffective Time.

“ Order ” shall mean any order, judgment, injunction, ruling, edict, or other decree, whether temporary, preliminary or permanent,enacted, issued, promulgated, enforced or entered by any Governmental Entity.

“ Other Employees ” shall mean the employees, consultants and contractors of the Company and its Subsidiaries who receive anoffer of employment or an offer to work as a contractor from Parent or a Subsidiary of Parent prior to the Closing Date, other than the KeyEmployees.

“ Parent ” shall have the meaning assigned to it in the Preamble.

“ Parent Common Stock ” shall mean shares of the common stock, par value $0.01 per share, of Parent.

“ Parent Material Adverse Effect ” shall mean any Effect that, individually or when taken together with all other Effects that existor have occurred prior to the date of determination of the occurrence of the Parent Material Adverse Effect, is or would reasonably beexpected to (i) prevent or materially impair or materially delay the consummation of the Mergers or the ability of Parent or the Merger Substo perform their respective covenants and obligations pursuant to this Agreement, or (ii) be materially adverse to the business, assets(including intangible assets), liabilities, financial condition or results of operations of Parent and its Subsidiaries taken as a whole, provided ,however , that in no event shall any Effect resulting from any of the following, either alone or in combination, be taken into account indetermining whether there has been a Parent Material Adverse Effect under clause (ii): (a) any change in the economic conditions of theUnited States or global economy or capital or financial markets generally, (b) any change in economic conditions generally affectingindustries in which Parent and its Subsidiaries conduct business, (c) any change in Legal

Requirements, (d) any change in GAAP, (e) acts of war, sabotage or terrorism or military actions (or any escalation or worsening thereof), (f)earthquakes, hurricanes, tornadoes, floods or other natural disasters, (g) any failure to meet financial projections, estimates or forecasts forany future period (provided, that the underlying cause of such failure may, to the extent applicable, be considered in determining whetherthere has been a Parent Material Adverse Effect), and (i) in and of itself, compliance with the express terms of this Agreement, unless, in eachof clauses (a)-(f), such Effect disproportionately affects Parent and its Subsidiaries, taken as a whole, relative to other companies in Parent’sindustry.

“ Parent Representatives ” shall have the meaning assigned to it in Section 5.1(b) .

“ Parent SEC Documents ” shall have the meaning assigned to it in Section 3.5(a) .

“ Parent Trading Price ” shall mean, as of any applicable date or time, the closing sale price of one share of Parent Common Stockas reported on the New York Stock Exchange on the date that is one (1) trading day immediately preceding the applicable date or time (asadjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“ Participating Company Note ” means any Company Note issued and outstanding as of immediately prior to the First EffectiveTime, the holder of which has executed a Note Termination Agreement in the form attached hereto as Exhibit H (the “ Note TerminationAgreement ”) and elected to receive the holder’s portion of the Total Consideration issuable and payable in respect of such Company Notepursuant to Section 1.6(d)(i) .

“ Participating Company Noteholder ” shall mean a holder of a Participating Company Note as of immediately prior to theEffective Time.

“ Participating Individual ” shall mean any holder of any Promised Company Option as of immediately prior to the First EffectiveTime.

“ Payoff Letter ” shall have the meaning assigned to it in Section 5.9(a) .

“ Pension Plan ” shall mean each Company Employee Plan that is an “employee pension benefit plan,” within the meaning ofSection 3(2) of ERISA.

“ Per Share Cash Consideration ” shall mean an amount in cash equal to the quotient obtained by dividing (x) the Total CashConsideration by (y) the Total Outstanding Shares.

“ Per Share Parent Stock Consideration ” shall mean a number of shares of Parent Common Stock equal to the quotient obtainedby dividing (x) the Closing Stock Consideration by (y) the Total Outstanding Shares.

“ Permitted Liens ” means (a) statutory liens for current Taxes not yet due and payable, (b) conditional sales or similar securityinterests granted in connection with the purchase of equipment or supplies in the ordinary course of business consistent with past practice, (c)statutory liens to secure obligations to landlords, lessors, or renters under leases or rental agreements, (d) deposits or pledges to the extentmade in connection with, or to secure payment of, workers’ compensation, unemployment insurance, or similar programs mandated byapplicable Legal Requirements, (e) statutory liens in favor of carriers, warehousemen, mechanics, and materialmen to secure claims for labor,materials, or supplies and other like liens (f) with respect to Company securities, any restrictions on transfer imposed by applicable federaland state securities laws, (g) such imperfections of title and encumbrances, if any, which are not material in character, amount

or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto oraffected thereby, and (h) non-exclusive licenses contained in Contracts entered into in the ordinary course of business by the Company or anyof its Subsidiaries.

“ Person ” shall mean an individual or entity, including without limitation a partnership, a limited liability company, a corporation, anassociation, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity (or any department,agency, or political subdivision thereof).

“ Personal Data ” shall mean, in addition to all information defined or described by the Company or any of its Subsidiaries as“personal information,” “personally identifiable information,” “PII,” or using any similar term, in any Company Privacy Policy or otherpublic-facing statement made by the Company or any of its Subsidiaries: (i) a natural person’s name, street address, telephone number, e-mailaddress, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bankinformation, customer or account number, biometric identifiers, or any other piece of information that reasonably allows the identification ofa natural person (and for greater certainty includes all such information with respect to employees); and (ii) any other information defined as“personal data”, “personally identifiable information”, “individually identifiable health information,” “protected health information,” or“personal information” under any applicable Legal Requirement.

“ Plan ” shall mean the Fullstack Academy, Inc. 2015 Stock Plan, as amended.

“ Post-Closing Statement ” shall have the meaning assigned to it in Section 1.11(b) .

“ Pre-Closing Period ” shall have the meaning assigned to it in Section 4.1 .

“ Pre-Closing Statement ” shall have the meaning assigned to it in Section 1.11(a) .

“ Pre-Closing Tax Period ” shall mean any taxable period ending on or before the Closing Date.

“ Privacy Legal Requirement ” shall mean an applicable Legal Requirement, any applicable requirement of a self-regulatoryorganization, the PCI Data Security Standard (as applicable), the U.S.-EU Privacy Shield, the U.S.-European Union and U.S.-Swiss SafeHarbor programs, and any applicable contractual requirement, as it may in each case be or have been amended from time to time, in each caserelating to (a) privacy or restrictions or obligations related to the collection, use, disclosure, transfer, transmission, storage, hosting, disposal,retention, interception or other processing of, or the security of, Private Data, (b) online advertising (including online behavioral advertisingand interest-based advertising), or (c) direct marketing, consumer communications, or consumer protection.

“ Private Data ” shall mean Behavioral Data and Personal Data.

“ Pro Rata Portion ” shall mean with respect to each Holder (other than holders of Cancelled Shares solely in their capacities assuch), an amount equal to the quotient obtained by dividing (x) the aggregate amount of Parent Common Stock (having a per share valueequal to the Parent Trading Price as of the First Effective Time) and cash issuable and payable to such Holder pursuant to Section 1.6(b)(i) ,Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) in respect of Company Capital Stock, Issued and Outstanding Company Options,Participating Company Notes and Promised Company Options held by such Holder immediately prior to the Effective Time (including anyshares of Parent Common Stock or cash withheld and deposited in the Escrow Fund pursuant to Section 1.8(b) , any cash withheld and paidto the Representative as a portion of the Expense Fund pursuant to Section 1.8(c) or otherwise withheld in respect of Taxes), by

(y) the aggregate amount of Parent Common Stock (having a per share value equal to the Parent Trading Price as of the First Effective Time)and cash issuable and payable to all Holders pursuant to Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) inrespect of Company Capital Stock, Issued and Outstanding Company Options, Participating Company Notes and Promised Company Optionsheld by all Holders as of immediately prior to the First Effective Time (including any shares of Parent Common Stock or cash withheld anddeposited in the Escrow Fund pursuant to Section 1.8(b) , withheld and paid to the Representative as a portion of the Expense Fund pursuantto Section 1.8(c) or otherwise withheld in respect of Taxes). For the avoidance of doubt, any shares of Parent Common Stock issued inrespect of the Retention Based Payment shall be excluded from both the numerator and denominator until such time (if any) that Parent hasauthorized its transfer agent to transfer the shares of Parent Common Stock comprising the Retention Based Payment out of the transferagent’s restricted account pursuant to Section 1.9(c)(ii) .

“ Promised Company Options ” shall mean all promises or other commitments to grant options to purchase Company CommonStock, which options have not been granted by the Company.

“ Public Privacy Policy ” shall have the meaning assigned to it in Section 2.13(q) .

“ Registered IP ” shall mean all Intellectual Property Rights that are registered, filed, or issued under the authority of, with or by anyGovernmental Entity, including all patents, registered copyrights, and registered trademarks, business names and domain names, and allapplications for any of the foregoing.

“ Regulation D ” shall mean Regulation D promulgated under the Securities Act.

“ Related Agreements ” shall mean the Non-Disclosure Agreement, the Escrow Agreement, the Joinder Agreements, the Lock-UpAgreements, the Non-Competition and Non-Solicitation Agreements, the 280G Waivers, the Note Termination Agreements, the PromisedCompany Option Termination Agreements, the Investor Suitability Documentation and all other agreements and certificates entered into bythe Company or any of the Stockholders in connection with the Transactions.

“ Remaining Exercise Price ” shall have the meaning assigned to it in Section 1.6(c)(i)(A) .

“ Representative ” shall have the meaning assigned to it in the Preamble.

“ Representative Expenses ” shall have the meaning assigned to it in Section 8.7(c) .

“ Required Financials ” shall have the meaning assigned to it in Section 5.15(c) .

“ Requisite Stockholder Approval ” shall have the meaning assigned to it in Section 2.2 .

“ Retained Loss Amount ” shall have the meaning assigned to it in Section 8.6(b) .

“ Retention Bonus ” shall have the meaning assigned to it in Section 5.8(d) .

“ Retention Deadline ” shall have the meaning assigned to it in Section 5.8(d) .

“ Retention Per Share Parent Stock Consideration ” shall mean a number of shares of Parent Common Stock equal to the quotientobtained by dividing (x) the Retention Based Payment by (y) the Total Outstanding Shares.

“ Review Period ” shall have the meaning assigned to it in Section 1.11(c) .

“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar successorrule that may be promulgated by the SEC.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Second Certificate of Merger ” shall have the meaning assigned to it in Section 1.2(b) .

“ Second Effective Time ” shall have the meaning assigned to it in Section 1.2(c) .

“ Second Merger ” shall have the meaning assigned to it in the Recitals.

“ Section 280G Payments ” shall have the meaning assigned to it in Section 5.2(b) .

“ Section 409A ” shall have the meaning assigned to it in Section 2.10(n) .

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Software ” means computer software and databases, together with, as applicable, object code, source code, firmware, files,development tools, and embedded versions thereof, and documentation related thereto.

“ Specified Employees ” shall mean David Yang and Nimit Maru.

“ Spreadsheet ” shall have the meaning assigned to it in Section 5.11 .

“ Standard Form IP Contract ” shall mean each standard form of Company IP Contract used by the Company or any of itsSubsidiaries at any time, including each standard form of the following types of agreements, to the extent the Company or any of itsSubsidiaries actually utilizes such a standard form in the conduct of its business: (i) license and/or service agreement; (ii) developmentagreement; (iii) distributor, reseller or affiliate agreement; (iv) employee agreement containing any assignment or license of IntellectualProperty or Intellectual Property Rights or any confidentiality provision; (v) professional services, outsourced development, consulting, orindependent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or anyconfidentiality provision; and (vi) confidentiality or nondisclosure agreement.

“ Standards Organizations ” shall have the meaning assigned to it in Section 2.13(c)(v).

“ Statement of Expenses ” shall have the meaning assigned to it in Section 5.10(b) .

“ Stockholder ” shall mean any holder of any Company Capital Stock as of immediately prior to the First Effective Time.

“ Stockholder Written Consent ” shall have the meaning assigned to it in Section 5.2(a) .

“ Straddle Period ” shall mean any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, partnership, association, jointventure or other business entity of which such Person owns, directly or indirectly, more than fifty percent (50%) of the stock or other equityinterest entitled to vote on the election of the members of the board of directors or similar governing body.

“ Surviving Corporation ” shall have the meaning assigned to it in Section 1.1(a) .

“ Surviving LLC ” shall have the meaning assigned to it in Section 1.1(b) .

“ Tax ” shall mean (i) any and all federal, state, local or non-U.S. taxes, charges, fees, duties, tariffs, imposts, levies or otherassessments, including all income, alternative or add-on minimum tax, gross income, capital gains, estimated income, gross receipts, sales,use, ad valorem, value added, transfer, franchise, capital stock, profits, business, license, registration, withholding, payroll, social security (orequivalent), employment, unemployment, disability, escheat and unclaimed property, excise, severance, stamp, occupation, premium,property (real, tangible or intangible), commercial rent, environmental or windfall profit tax, custom duty or other tax, governmental fee orother like assessment or charge in the nature of taxation, together with any interest penalty, addition to tax or additional amount (whetherdisputed or not) imposed by any Tax Authority, (ii) any liability for the payment of any amounts of the type described in clause (i) of thissentence as a result of being a member of an affiliated, consolidated, combined, unitary, aggregate or similar group for any Taxable period,and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) of this sentence as a result of any express orimplied obligation to assume such Taxes or to indemnify any other Person or as a result of being a transferee of or successor to any Person or,or otherwise by operation of law.

“ Tax Authority ” shall have the meaning assigned to it in Section 2.10(a) .

“ Tax Matter ” shall have the meaning assigned to it in Section 7.5 .

“ Tax Representations ” shall have the meaning assigned to in Section 8.1 .

“ Tax Return ” shall have the meaning assigned to it in Section 2.10(a) .

“ Third Party Claim ” shall have the meaning assigned to it in Section 8.5(a) .

“ Third Party Expenses ” shall mean, without duplication, all fees and expenses incurred by or on behalf of the Company and itsSubsidiaries in connection with this Agreement, the Mergers and the other Transactions, including, (i) all legal, accounting, financialadvisory, consulting, finders’, and all other fees and expenses of third parties incurred by the Company or any of its Subsidiaries inconnection with the negotiation and effectuation of the terms and conditions of this Agreement, all other agreements, instruments and otherdocuments referenced herein or contemplated hereby, the Merger and the other Transactions, (ii) any “single trigger” or similar bonus,severance, change-in-control payments or similar payment obligations of the Company or any of its Subsidiaries that become due or payablein connection with the consummation of the Merger and the other Transactions, excluding any acceleration of the vesting of any CompanyOption, (iii) all Transaction Payroll Taxes, (iv) any costs, expenses and fees of the Representative not satisfied from the Expense Fund or (v)premiums or other payments for the D&O Policy.

“ Third Party ” shall have the meaning assigned to it in Section 5.1(b) .

“ Threshold ” shall have the meaning assigned to it in Section 8.3(a) .

“ Top Customer ” shall have the meaning assigned to it in Section 2.24(a) .

“ Top Supplier ” shall have the meaning assigned to it in Section 2.24(b) .

“ Total Cash Consideration ” shall mean cash in amount equal to $17,500,000, plus (i) Closing Cash, plus (ii) the Net WorkingCapital Amount (whether positive or negative), minus (iii) Closing Indebtedness, minus (iv) the total amount of Third Party Expenses that areincurred and unpaid by the Company prior to or as of the First Effective Time, plus (v) the Aggregate Exercise Price; in each case, withoutduplication.

“ Total Consideration ” shall mean an amount equal to the sum of all consideration that has been paid and/or issued to the Holderspursuant Section 1.6(b)(i) , Section 1.6(c)(i) , Section 1.6(d)(i) and Section 1.6(e)(i) (including any cash withheld and deposited in theEscrow Fund pursuant to Section 1.8(b) , withheld and paid to the Representative as a portion of the Expense Fund pursuant to Section 1.8(c), and deposited into a restricted account of Parent’s transfer agent pursuant to Section 1.9(a) or otherwise withheld in respect of Taxes).

“ Total Outstanding Shares ” shall mean (without duplication) (i) the aggregate number of shares of Company Capital Stock issuedand outstanding as of immediately prior to the First Effective Time, plus (ii) the maximum aggregate number of shares of Company CapitalStock issuable upon full exercise, exchange or conversion of all Issued and Outstanding Company Options issued and outstanding as ofimmediately prior to the First Effective Time, plus (iii) the maximum aggregate number of shares of Company Capital Stock issuable uponfull exercise, exchange or conversion of all Promised Company Options as of immediately prior to the First Effective Time, plus (iv) themaximum aggregate number of shares of Company Capital Stock issuable upon full exercise, exchange or conversion of any other rights,whether vested or unvested, that are convertible into, exercisable for or exchangeable for, shares of Company Common Stock issued andoutstanding as of immediately prior to the First Effective Time (including all Participating Company Notes). Notwithstanding the foregoing,Total Outstanding Shares shall not include (a) shares of Company Capital Stock held by the Company or its Subsidiaries, (b) the maximumaggregate number of shares of Company Capital Stock issuable upon the full exercise of all Out-of-the-Money Company Options, and (c) themaximum aggregate number of shares of Company Capital Stock issuable upon full exercise, exchange or conversion of any Non-Participating Company Notes.

“ Transaction Payroll Taxes ” shall mean all employer portion payroll or employment Taxes incurred in connection with any“single-trigger” bonuses, severance, change-in-control payments, option cashouts or other compensatory payments in connection with theTransactions that are made before, substantially contemporaneously with or shortly after the Closing.

“ Transaction Tax Deductions ” means, without duplication, to the extent deductible for income Tax purposes by the Company orits Subsidiaries, the sum of (i) the fees, expenses and interest incurred by the Company with respect to the payment of the Indebtedness(including, for the avoidance of doubt, amounts treated as interest for U.S. federal income Tax purposes, any breakage fees or accelerateddeferred financing fees, whether paid before, at or after the Closing), (ii) Third Party Expenses, and (iii) the Option Closing Payment andPromised Option Closing Payment.

“ Transactions ” shall have the meaning assigned to it in the Recitals.

“ Transfer Taxes ” shall mean any and all transfer, documentary, sales, use, registration, real property transfer, stamp, excise or stocktransfer Taxes and other similar Taxes, and any penalties or interest with respect thereto, imposed with respect to the Transactions.

“ Unaccredited Investor ” shall have the meaning assigned to it in Section 5.13(a) .

“ Underlying Company Shares ” shall have the meaning assigned to it in Section 1.6(c)(i)(A) .

“ Withholding Agents ” shall have the meaning assigned to it in Section 1.12 .

“ Year-End Financials ” shall have the meaning assigned to it in Section 2.7(a) .

Exhibit 10.2


BY AND AMONG

ZOVIO INC (FORMELY KNOWN AS BRIDGEPOINT EDUCATION, INC.)

Toucan Merger Sub, Inc.

TM MERGER SUB, LLC

TutorMe.com, Inc.

AND

Jonathan Sciama

AS THE SHAREHOLDER REPRESENTATIVE

April 3, 2019

Exhibit 10.2

TABLE OF CONTENTS

PageArticle I THE MERGERS 2

1.1 The Mergers 21.2 Closing and Effective Times 21.3 Effect of the Mergers 31.4 Organizational Documents 31.5 Directors and Officers 41.6 Effect of First Merger on Capital Stock of Constituent Corporations 41.7 Effect of Second Merger on Capital Stock of Constituent Entities 71.8 Payment of Total Consideration for Company Capital Stock 71.9 Adjustments to Total Cash Consideration 101.1 Withholding 12

1.11 Company Loans 131.12 Tax Consequences 131.13 Parent Common Stock Issuance 131.14 Taking of Further Action 14

Article II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 142.1 Organization and Good Standing 142.2 Authority and Enforceability 142.3 Governmental Approvals and Consents 152.4 No Conflicts 152.5 Company Capital Structure 162.6 Company Subsidiaries 182.7 Company Financial Statements; Internal Financial Controls 182.8 No Undisclosed Liabilities 192.9 No Changes 202.1 Taxes 20

2.11 Real Property 232.12 Tangible Property 242.13 Intellectual Property 242.14 Material Contracts 302.15 Employee Benefit Plans 332.16 Employment Matters 352.17 Governmental Authorizations 362.18 Litigation 362.19 Insurance 362.2 Compliance with Legal Requirements 37

2.21 Interested Party Transactions 382.22 Books and Records 382.23 Third Party Expenses 382.24 Top Customers and Top Suppliers 392.25 Representations Complete 39

Article III REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS 393.1 Organization and Standing 39

Exhibit 10.2

3.2 Authority and Enforceability 403.3 Governmental Approvals and Consents 403.4 SEC Reports and Financial Statements 403.5 Total Stock Consideration 403.6 Cash Resources 413.7 Reorganization Matters 41

Article IV CONDUCT OF COMPANY BUSINESS DURING PENDENCY OF TRANSACTION 414.1 Affirmative Obligations 414.2 Forbearance 41

Article V ADDITIONAL AGREEMENTS 445.1 Non-Solicitation of Competing Acquisition Proposals 445.2 Shareholder Approval 455.3 Governmental Approvals 465.4 General Efforts to Close 475.5 Access to Information 475.6 Notification of Certain Matters 485.7 Contracts 485.8 Employee Matters 495.9 Payoff Letters; Release of Liens 495.1 Third Party Expenses 50

5.11 Spreadsheet 505.12 Resignation of Directors and Officers 515.13 Securities Law Compliance 515.14 Director and Officer Indemnification 525.15 Company Promissory Notes 525.16 UK Subsidiary Share Transfer 525.17 Restricted Stock Unit Pool 53

Article VI CONDITIONS TO THE MERGER 536.1 Conditions to Obligations of Each Party 536.2 Additional Conditions to the Obligations of Parent and the Merger Subs 536.3 Additional Conditions to Obligations of the Company 56

Article VII TAX MATTERS 567.1 Tax Returns to be Filed Prior to the Closing 567.2 Tax Returns to be Filed After Closing 577.3 Straddle Period Taxes 577.4 Cooperation 577.5 Tax Contests 577.6 Post-Closing Tax Actions 587.7 Transfer Taxes 587.8 Tax Refunds 587.9 Post-Closing Taxes 59

Article VIII POST-CLOSING INDEMNIFICATION 598.1 Survival of Representations and Warranties 598.2 Indemnification 598.3 Limitations on Indemnification 61

Exhibit 10.2

8.4 Holdback Period; Distribution upon Termination of Holdback Fund; Indemnification ClaimProcedures; Arbitration 64

8.5 Third-Party Claims 658.6 Shareholder Representative 67

Article IX PRE-CLOSING TERMINATION OF AGREEMENT 689.1 Termination 689.2 Effect of Termination 69

Article X GENERAL PROVISIONS 6910.1 Certain Interpretations 6910.2 Amendment 6910.3 Waiver 7010.4 Assignment 7010.5 Notices 7010.6 Confidentiality 7110.7 Public Disclosure 7110.8 Entire Agreement 7210.9 No Third Party Beneficiaries 7210.1 Specific Performance and Other Remedies 72

10.11 Severability 7310.12 Governing Law 7310.13 Resolution of Conflicts; Arbitration 7310.14 Waiver of Jury Trial 7410.15 USA Patriot Act Compliance 7410.16 Counterparts 74

Exhibit 10.2

INDEX OF EXHIBITS

Annex DescriptionAnnex A Certain Defined Terms

Exhibit DescriptionExhibit A Form of Joinder AgreementExhibit B-1 Form of Shareholder Lock-Up AgreementExhibit B-2 Form of Optionholder Lock-Up AgreementExhibit C-1 Form of First Agreement of MergerExhibit C-2 Form of Second Agreement of MergerExhibit D Form of Letter of TransmittalExhibit E Form of Shareholder Written ConsentExhibit F Form of Option Treatment AgreementExhibit G Form of Option Vesting AgreementExhibit H Form of Non-Competition and Non-Solicitation Agreements

Schedules DescriptionSchedule 5.7(b) Amended or Terminated AgreementsSchedule 5.9(b) Liens to be ReleasedSchedule 6.2(r) Third Party ConsentsSchedule 6.2(w) ApprovalsSchedule 8.2(a) Specified IndemnitiesSchedule A Specified Accounting Principles

Exhibit 10.2


THIS AGREEMENT AND PLAN OF REORGANIZATION (this “ Agreement ”) is made and entered into as of April 3, 2019 (the “Agreement Date ”) by and among ZOVIO INC (FORMERLY KNOWN AS BRIDGEPOINT EDUCATION, INC.), a Delaware corporation(“ Parent ”), TOUCAN MERGER SUB, INC., a California corporation and direct wholly-owned subsidiary of Parent (“ Merger Sub I ”),TM MERGER SUB, LLC, a California limited liability company and direct wholly-owned subsidiary of Parent (“ Merger Sub II ” and,together with Merger Sub I, the “ Merger Subs ”), TUTORME.COM, INC., a California corporation (the “ Company ”), and JonathanSciama, an individual, solely in his capacity as the Shareholder representative (the “ Shareholder Representative ”). All capitalized termsthat are used but not defined herein shall have the respective meanings ascribed thereto in Annex A .

W I T N E S S E T H:

WHEREAS, the boards of directors or members, as applicable, of each of Parent, the Merger Subs and the Company have determinedthat it would be advisable and in the best interests of each corporation or limited liability company and their respective stockholders,shareholders or members, as applicable, that Parent acquire the Company through the statutory merger of Merger Sub I with and into theCompany, pursuant to which the Company would become a wholly owned subsidiary of Parent (the “ First Merger ”), and, as part of thesame overall transaction, the Surviving Corporation in the First Merger would merge with and into Merger Sub II (the “ Second Merger ”,and together with the First Merger, the “ Mergers ”), in each case upon the terms and conditions set forth in this Agreement and inaccordance with the applicable provisions of the California Code, and in furtherance thereof, have approved this Agreement, the Mergers andthe other transactions contemplated by this Agreement and the Related Agreements (the “ Transactions ”).

WHEREAS, the Company and Parent intend, by executing this Agreement, that the Mergers are integrated steps in the transactioncontemplated by this Agreement as described in Revenue Ruling 2001-46, 2001-2, C.B. 321, and will together qualify as a tax-freereorganization within the meaning of Section 368(a) of the Code and that this Agreement be, and is, adopted as a plan of reorganizationwithin the meaning of Section 1.368-2(g) of the Treasury Regulations.

WHEREAS, concurrent with the execution and delivery of this Agreement, as a material inducement to Parent to enter into thisAgreement: (i) each Key Employee is accepting an offer letter from Parent (collectively with respect to the Key Employees, the “ KeyEmployee Offer Letters ”) and has initiated Parent’s customary employee background investigation; and (ii) each Key Employee is enteringinto a Non-Competition and Non-Solicitation Agreement with Parent, all of which Key Employee Offer Letters and Non-Competition andNon-Solicitation Agreements will be effective at and as of the First Effective Time.

WHEREAS, concurrent with the execution and delivery of this Agreement, as a material inducement to Parent to enter into thisAgreement, each of the Shareholders has executed a joinder agreement in substantially the form attached hereto as Exhibit A (collectively,the “ Joinder Agreements ”), all of which Joinder Agreements will be effective at and as of the First Effective Time.

WHEREAS, concurrent with the execution and delivery of this Agreement, as a material inducement to Parent to enter into thisAgreement, each of the Shareholders has executed a lock-up agreement in substantially the form attached hereto as Exhibit B-1 (collectively,the “ Shareholder Lock-Up Agreements ”) and each Optionholder that holds a Company Option that is being assumed by Parent pursuant toSection 1.6(c)(i) has executed a lock-up agreement in substantially the form attached hereto as Exhibit B-2 (collectively, the “ OptionholderLock-Up Agreements ” and, together with the Shareholder Lock-Up Agreements, the “ Lock-Up Agreements ”), all of which Lock-UpAgreements will be effective at and as of the First Effective Time.

WHEREAS, Parent, the Merger Subs and the Company desire to make certain representations, warranties, covenants and agreements,as more fully set forth herein, in connection with the Mergers and the other Transactions.

1

Exhibit 10.2

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefitsto be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged and accepted, the parties hereto hereby agree as follows:

Article I

THE MERGERS

1.1 TheMergers.

(a) At the First Effective Time, on the terms and subject to the conditions set forth in this Agreement, an agreement ofmerger in substantially the form attached hereto as Exhibit C-1 (the “ First Agreement of Merger ”) and the applicable provisions of theCalifornia Code, Merger Sub I shall merge with and into the Company, the separate corporate existence of Merger Sub I shall cease and theCompany shall continue as the surviving corporation and shall become a wholly-owned subsidiary of Parent. The Company, as the survivingcorporation after the First Merger, is hereinafter sometimes referred to as the “ Surviving Corporation .”

(b) At the Second Effective Time, on the terms and subject to the conditions set forth in this Agreement, an agreementmerger in substantially the form attached hereto as Exhibit C-2 (the “ Second Agreement of Merger ” and together with the FirstAgreement of Merger, the “ Agreements of Merger ”) and the applicable provisions of the California Code, the Surviving Corporation shallmerge with and into Merger Sub II, the separate corporate existence of the Surviving Corporation shall cease and Merger Sub II shallcontinue as the surviving entity and a wholly-owned subsidiary of Parent. Merger Sub II, as the surviving entity after the Second Merger, ishereinafter sometimes referred to as the “ Surviving LLC ”.

1.2 ClosingandEffectiveTimes.

(a) Closing. Unless this Agreement is validly terminated pursuant to Section 9.1 , the Mergers shall be consummated at aclosing (the “ Closing ”) on a date that is within two (2) Business Days following the satisfaction or waiver (if permissible hereunder) of theconditions set forth in Article VI (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to thesatisfaction or waiver (if permissible hereunder) of those conditions), at the offices of Wilson Sonsini Goodrich & Rosati ProfessionalCorporation, 12235 El Camino Real, San Diego, California 92130, unless another time or place is mutually agreed upon in writing by Parentand the Company. The date upon which the Closing actually occurs shall be referred to herein as the “ Closing Date .”

(b) FirstMergerEffectiveTime. On the Closing Date, the parties hereto shall cause the First Merger to be consummatedby filing the First Agreement of Merger with the Secretary of State of the State of California in accordance with the relevant provisions of theCalifornia Code (the time of such filing and acceptance by the Secretary of State of the State of California, or such other later time as may beagreed in writing by Parent and the Company and specified in the First Agreement of Merger, shall be referred to herein as the “ FirstEffective Time ”).

(c) SecondEffectiveTime. As soon as practicable after the First Effective Time, the parties hereto shall cause the SecondMerger to be consummated by filing the Second Agreement of Merger with the Secretary of State of the State of California in accordancewith the relevant provisions of the California Code (the time of such filing and acceptance by the Secretary of State of the State of California,or such other later time as may be agreed in writing by Parent and the Company and specified in the Second Agreement of Merger, shall bereferred to herein as the “ Second Effective Time ”).

1.3 EffectoftheMergers.

(a) First Merger . At the First Effective Time, the effect of the First Merger shall be as provided in the applicableprovisions of the California Code. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, except asotherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company andMerger Sub I shall vest in the Surviving Corporation,

2

Exhibit 10.2

and all debts, liabilities and duties of the Company and Merger Sub I shall become the debts, liabilities and duties of the SurvivingCorporation.

(b) SecondMerger. At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicableprovisions of the California Code. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, exceptas otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Merger Sub IIand the Surviving Corporation shall vest in the Surviving LLC, and all debts, liabilities and duties of Merger Sub II and the SurvivingCorporation shall become the debts, liabilities and duties of the Surviving LLC.

1.4 OrganizationalDocuments.

(a) FirstMerger. Unless otherwise determined by Parent prior to the First Effective Time, the articles of incorporation ofthe Surviving Corporation shall be amended and restated as of the First Effective Time to be identical to the articles of incorporation ofMerger Sub I as in effect immediately prior to the First Effective Time, until thereafter amended in accordance with the California Code andas provided in such articles of incorporation; provided, however , that at the First Effective Time, Article I of the articles of incorporation ofthe Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is TutorMe.com,Inc.”. Unless otherwise determined by Parent prior to the First Effective Time, the bylaws of Merger Sub I as in effect immediately prior tothe First Effective Time shall be the bylaws of the Surviving Corporation as of the First Effective Time until thereafter amended inaccordance with the California Code and as provided in the articles of incorporation of the Surviving Corporation and such bylaws.

(b) Second Merger . Unless otherwise determined by Parent prior to the Second Effective Time, the articles oforganization of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be the articles of organization of theSurviving LLC at the Second Effective Time, until thereafter amended in accordance with the California Code and as provided in sucharticles of organization; provided, however , that at the Second Effective Time, Article I of the articles of organization of the Surviving LLCshall be amended and restated in its entirety to read as follows: “The name of the limited liability company is “TutorMe.com, LLC”. Unlessotherwise determined by Parent prior to the Second Effective Time, the limited liability company agreement of Merger Sub II, as in effectimmediately prior to the Second Effective Time, shall be the limited liability company agreement of the Surviving LLC at the SecondEffective Time, until such time as such agreement may be replaced, amended or modified by Parent.

1.5 DirectorsandOfficers.

(a) Directors of SurvivingCorporation . Unless otherwise determined by Parent prior to the First Effective Time, thedirectors of Merger Sub I immediately prior to the First Effective Time shall be the directors of the Surviving Corporation as of the FirstEffective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of the California Codeand the articles of incorporation and bylaws of the Surviving Corporation until his or her successor is duly elected and qualified.

(b) Officers of Surviving Corporation . Unless otherwise determined by Parent prior to the First Effective Time, theofficers of Merger Sub I immediately prior to the First Effective Time shall be the officers of the Surviving Corporation as of the FirstEffective Time, each to hold office in accordance with the provisions of the bylaws of the Surviving Corporation.

(c) MembersandOfficersoftheSurvivingLLC. Unless otherwise determined by Parent prior to the Second EffectiveTime, Parent shall be the Managing Member (as defined in the limited liability company agreement of the Surviving LLC) of the SurvivingLLC. Unless otherwise determined by Parent prior to the Second Effective Time, the officers of Merger Sub II immediately prior to theSecond Effective Time shall be the officers of the Surviving LLC as of the Second Effective Time, each to hold office in accordance with theprovisions of the limited liability company agreement of the Surviving LLC.

3

Exhibit 10.2

1.6 EffectofFirstMergeronCapitalStockofConstituentCorporations.

(a) MergerSubICapitalStock. At the First Effective Time, by virtue of the First Merger and without further action onthe part of Parent, the Merger Subs, the Company or the respective stockholders, shareholders or members, as applicable, thereof, each shareof capital stock of Merger Sub I that is issued and outstanding immediately prior to the First Effective Time shall be converted into andbecome one validly issued, fully paid and non-assessable share of Company Common Stock (and the shares of the Company into which theshares of Merger Sub I capital stock are so converted shall be the only shares of the Company’s capital stock that are issued and outstandingimmediately after the First Effective Time). Each certificate evidencing ownership of shares of Merger Sub I capital stock will evidenceownership of such shares of Company Common Stock.

(b) CompanyCapitalStock.

(i) Generally;Cash-StockElection. At the First Effective Time, by virtue of the First Merger and withoutfurther action on the part of Parent, the Merger Subs, the Company or the respective stockholders, shareholders or members, as applicable,thereof, each share of Company Capital Stock (excluding (A) Cancelled Shares, which shall be treated in the manner set forth in Section1.6(b)(ii) and (B) Dissenting Shares, which shall be treated in the manner set forth in Section 1.6(b)(iii) ) issued and outstanding as ofimmediately prior to the First Effective Time (including, for clarity, each holder of Company Capital Stock following the conversion in full ofall Company Promissory Notes into Company Capital Stock as contemplated by Section 5.15 ) shall be cancelled and extinguished and shallbe converted automatically into the right to receive, upon the terms and conditions set forth in this Section 1.6 and throughout this Agreement(including Section 1.10 and the indemnification and holdback provisions of this Agreement), and subject to the provisions of Section 1.6(e),Section 1.8(b) , Section 1.8(c) and Section 1.10 , and the valid surrender of the certificate representing such shares of Company CapitalStock in the manner provided in Section 1.8 , at the election of the holder thereof (but subject to Section 1.12 and Section 1.13 ), either (x)the Per Share Cash Consideration (the “ Cash Election ”) or (y) the Per Share Parent Stock Consideration (plus, with respect to this clause (y)only, cash for any fractional interests pursuant to Section 1.6(d) ) (the “ Stock Election ”). With respect to any such share of CompanyCapital Stock, any Cash Election or any Stock Election shall be referred to herein as an “ Election ,” and shall be made on a form acceptableto Parent for that purpose (a “ Form of Election ”), included as part of the Exchange Documents. For clarity, (A) the Cash Election and theStock Election with respect to shares of Company Capital Stock shall be made on a share-by-share basis, such that any Shareholder maymake (1) the Cash Election with respect to all shares of Company Capital Stock held by such Shareholder, (2) the Stock Election with respectto all shares of Company Capital Stock held by such Shareholder, or (3) the Cash Election with respect to a certain whole number of shares ofCompany Capital Stock held by such Shareholder and the Stock Election with respect to the remaining whole number of shares of CompanyCapital Stock held by such Shareholder and (B) each share of Company Capital Stock shall be converted only in the right to receive either thePer Share Cash Consideration or the Per Share Parent Stock Consideration based on the Election with respect to such share, and in no eventwill any share of Company Capital Stock be converted into the right to receive both the Per Share Cash Consideration and the Per ShareParent Stock Consideration.

Notwithstanding anything contained herein and for the avoidance of doubt, the Parties hereto acknowledge and agree that the aggregate PerShare Cash Consideration paid by Parent under this Agreement, and the aggregate Per Share Parent Stock Consideration issued by Parentunder this Agreement, shall collectively, in no event, exceed an aggregate value equal to the Total Consideration Value (with Parent CommonStock having a value per share equal to the Parent Trading Price).

(ii) CancelledShares. At the First Effective Time, by virtue of the First Merger and without further action onthe part of Parent, the Merger Subs, the Company or the respective stockholders, shareholders or members, as applicable, thereof, each shareof Company Capital Stock that is issued and outstanding and held by the Company or Parent as of immediately prior to the First EffectiveTime (“ Cancelled Shares ”) shall be cancelled without any consideration paid therefor.

(iii) DissentingShares. Notwithstanding any other provisions of this Agreement to the contrary, any shares ofCompany Capital Stock outstanding immediately prior to the First Effective Time and with

4

Exhibit 10.2

respect to which the holder thereof has properly demanded dissenters rights in accordance with Section 1300 et seq. of the California Code,and who has not effectively withdrawn or lost such holder’s dissenters’ rights under the California Code (collectively, the “ DissentingShares ”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth inSection 1.6(b)(i) , as applicable, but the holder thereof shall only be entitled to such rights as are provided by the California Code.Notwithstanding the provisions of this Section 1.6(b)(iii) , if any holder of Dissenting Shares shall effectively withdraw or lose (throughfailure to perfect or otherwise) such holder’s dissenters’ rights under the California Code, then, as of the later of the First Effective Time andthe occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive, uponsurrender of the certificate representing such shares, upon the terms and conditions set forth in this Section 1.6 and throughout thisAgreement (including the indemnification and holdback provisions of this Agreement), the consideration for Company Capital Stock set forthin Section 1.6(b)(i) , without interest thereon. The Company shall give Parent (A) prompt notice of any written demand for dissenters rightsreceived by the Company pursuant to the applicable provisions of the California Code and (B) the opportunity to participate in allnegotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent (not to beunreasonably withheld), make any payment with respect to any such demands or offer to settle or settle any such demands. Anycommunication to be made by the Company to any Shareholder with respect to such demands shall be submitted to Parent in advance andshall not be presented to any Shareholder prior to the Company receiving Parent’s written consent (not to be unreasonably withheld).

(iv) TransferRestrictions. The shares of Parent Common Stock issued and outstanding immediately prior tothe First Effective Time to which Shareholders are entitled to receive in the Mergers shall be subject to restrictions on transfer set forth in thisAgreement, the Shareholder Lock-Up Agreements and the Joinder Agreements.

(c) CompanyOptions.

(i) Continuing Employees . Effective as of the First Effective Time, each Company Option that is held by aContinuing Employee and is outstanding as of immediately prior to the First Effective Time shall be assumed by Parent as a Parent Option.Except as otherwise set forth in this Agreement or elsewhere, each such Company Option so assumed by Parent pursuant to this Section1.6(c)(i) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the Plan, the optionagreements relating thereto, and any other agreement governing the Company Options (which, for the avoidance of doubt, includes theOption Vesting Agreement), as in effect immediately prior to the First Effective Time, except that (x) such assumed Company Option shall beexercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company CommonStock that were issuable upon exercise of such Company Option immediately prior to the First Effective Time multiplied by the ExchangeRatio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price forthe shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained bydividing the exercise price per share of Company Common Stock at which such assumed Company Option was exercisable immediately priorto the First Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Notwithstanding anything herein tothe contrary, the exercise price of the Parent Option, the number of shares purchasable pursuant to such Parent Option and the terms andconditions of exercise of such Parent Option shall in all events be determined in order to comply with Section 409A of the Code, and in thecase of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section424 of the Code.

(ii) Non-ContinuingEmployees. Effective as of the First Effective Time, each Company Option that is heldby a Non-Continuing Employee and is outstanding as of immediately prior to the First Effective Time shall, by virtue of the First Merger, beimmediately cancelled without any consideration therefor.

(iii) NecessaryActions . Prior to the First Effective Time, the Company shall take all actions necessary toeffect the transactions anticipated by this Section 1.6(c) with respect to all Company Options, and under the Plan, and any other plan orarrangement of the Company governing the terms of any Company Options.

5

Exhibit 10.2

(iv) NoAcceleration . Neither the Board of Directors of the Company nor any committee thereof nor theadministrator of the Plan shall resolve to accelerate the vesting of any Company Options.

(v) RegistrationofParentCommonStock. Within ten (10) Business Days following the First Effective Time,Parent shall file with the SEC a registration statement on Form S-8 (or any successor form) that will register the shares of Parent CommonStock subject to the Parent Options pursuant to Section 1.6(c)(i) to the extent eligible for registration and, so long as Form S-8 (or anyapplicable successor form) is available with respect thereto, shall maintain the effectiveness of that registration statement for so long as anyParent Option remains outstanding, subject to any company-wide suspensions by Parent of its registration statements.

(vi) Transfer Restrictions . The shares of Parent Common Stock issued upon the exercise of outstandingParent Options shall be subject to restrictions on transfer set forth in this Agreement and the Optionholder Lock-Up Agreements.

(d) FractionalInterests. For purposes of calculating the aggregate amount of shares of Parent Common Stock issuable toeach Shareholder pursuant to Section 1.6(b)(i) , (x) all shares of Company Capital Stock held by each such Shareholder shall be aggregatedand (y) the number of shares of Parent Common Stock to be issued to each such Shareholder in exchange for each Company share certificateheld by such Shareholder pursuant to Section 1.6(b)(i) shall be rounded down to the nearest whole number of shares of Parent CommonStock. No fraction of a share of Parent Common Stock will be issued by virtue of the First Merger. Any Shareholder who would otherwise beentitled to receive a fraction of a share of Parent Common Stock, shall receive an amount of cash equal to the product obtained by multiplying(A) such fraction by (B) the Parent Trading Price, rounded down to the nearest whole cent.

(e) UnaccreditedInvestors. Notwithstanding anything to the contrary in this Section 1.6 or otherwise in this Agreement,in no event shall Parent be required to issue any shares of Parent Common Stock to any Person (i) that does not provide duly completed andexecuted Investor Suitability Documentation or (ii) that Parent has determined prior to the Closing, in its sole discretion, is an UnaccreditedInvestor. To the extent such Investor Suitability Documentation is not provided or Parent has made such determination regardingUnaccredited Investor status, Parent shall inform the Company of such determination prior to the Closing and the Company shall indicate onthe Spreadsheet that such Person has not provided the Investor Suitability Documentation or is an Unaccredited Investor. To the extent anysuch Person would otherwise have been entitled to be issued shares of Parent Common Stock as consideration or otherwise under thisAgreement or any Related Agreement in connection with the Transactions, including any Per Share Parent Stock Consideration, Parent shallbe entitled, in its sole discretion, to pay such amounts in cash, rather than issuing shares of Parent Common Stock, with the amount of cashpayable equal to the value of the shares of Parent Common Stock (having a value per share equal to the Parent Trading Price) that would haveotherwise been issuable had such Person provided the Investor Suitability Documentation and been determined to be an Accredited Investor.For clarity, the foregoing, this Section 1.6(e) shall not apply to the Parent Options.

1.7 EffectofSecondMergeronCapitalStockofConstituentEntities.

At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the SurvivingCorporation, Merger Sub II, the Company or the respective stockholders, shareholders or members, as applicable, thereof, (a) each share ofcapital stock of the Surviving Corporation that is issued and outstanding immediately prior to the Second Effective Time shall, by virtue ofthe Second Merger and without further action on the part of the sole shareholder of the Surviving Corporation, be cancelled and extinguishedfor no consideration, and (b) all membership interests of Merger Sub II that are issued and outstanding immediately prior to the SecondEffective Time shall, by virtue of the Second Merger and without further action on the part of the sole member of Merger Sub II, remain theissued and outstanding membership interests of the Surviving LLC.

1.8 PaymentofTotalConsiderationforCompanyCapitalStock.

(a) ExchangeAgent. Parent, or another Person selected by Parent and reasonably acceptable to the Company, shall serve asthe exchange agent (the “ Exchange Agent ”) for the First Merger.

6

Exhibit 10.2

(b) HoldbackAmount.

(i) On the Closing Date, Parent shall retain an amount of cash equal to the Holdback Amount as partial securityfor the indemnification obligations under Article VIII as a holdback fund (the “ Holdback Fund ”) under the terms of this Agreement.Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Holdback Amount from the cash amountsthat otherwise would be payable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i) , and contributed onbehalf of such Indemnifying Party its Pro Rata Portion of the Holdback Amount to the Holdback Fund. For clarity, the Holdback Fund shallconsist solely of cash and shall be contributed on behalf of each Indemnifying Party solely from the Per Share Cash Consideration otherwisepayable upon the First Effective Time to such Indemnifying Party.

(ii) The parties agree that, consistent with Proposed Treasury Regulation Section 1.468B-8 (as applicable), forTax reporting purposes, all interest or other income earned from the investment of the Holdback Amount in any Taxable year shall bereported as allocated to Parent until the distribution of the Holdback Amount (or portions thereof) is determined, and Parent will annually fileinformation returns (including Internal Revenue Service Form 1099) consistent with such treatment.

(c) ExpenseFund. On the Closing Date, Parent shall deposit twenty five thousand dollars ($25,000) (the “ Expense FundAmount ”) in cash of the Total Cash Consideration otherwise payable to the Indemnifying Parties pursuant to Section 1.6(b)(i) into asegregated client account (the “ Expense Fund ”) designated by the Shareholder Representative in a written notice delivered to Purchaser atleast five (5) days prior to the Closing Date. Upon deposit of the Expense Fund with the Shareholder Representative in accordance with theforegoing sentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Expense Fund from thecash that otherwise would be payable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i) , andcontributed on behalf of such Indemnifying Party its Pro Rata Portion of the Expense Fund to the Shareholder Representative. The ExpenseFund is established solely to be used by the Shareholder Representative to pay any fees, costs or other expenses it may incur in performing itsduties or exercising its rights under this Agreement, any agreement ancillary hereto or any Shareholder Representative engagementagreement. The Indemnifying Parties will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to theShareholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The ShareholderRepresentative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willfulmisconduct. The Shareholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operatingexpenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy.Contemporaneous with or as soon as practicable following the completion of the Shareholder Representative’s duties, the ShareholderRepresentative will deliver the balance of the Expense Fund to the Exchange Agent for further distribution to the Indemnifying Parties. ForTax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by each Indemnifying Party at the time ofClosing.

(d) Exchange Procedures . Prior to the Closing Date, the Exchange Agent shall deliver a letter of transmittal insubstantially the form attached hereto as Exhibit D at the address, or to the email address, as applicable, set forth opposite each suchShareholder’s name on the Spreadsheet. Prior to the Closing, each Shareholder shall deliver to the Exchange Agent a letter of transmittal, aForm of Election and any other documents (including applicable tax forms) that Parent or the Exchange Agent may reasonably require inconnection therewith (the “ Exchange Documents ”), duly completed and validly executed in accordance with the instructions thereto, and inform and substance reasonably satisfactory to Parent. Parent and the Company shall be satisfied, on the basis of the Forms of Election sodelivered and the Elections of the Shareholders, that the Continuity Test shall be satisfied in accordance with Section 1.12 . Once delivered, aForm of Election shall be irrevocable unless Parent consents in writing, but shall in all cases be subject to Section 1.12 . As of the EffectiveTime, the certificate(s) representing shares of Company Capital Stock (the “ Company Stock Certificates ”) referenced therein shall bedeemed surrendered and cancelled, Parent shall instruct its transfer agent to issue and the Exchange Agent to issue or pay to the holder ofsuch Company Stock Certificate the Per Share Cash Consideration (with respect to shares for which the Cash Election has been made) or thePer Share Parent Stock Consideration (with respect to shares for which the Stock Election has been made) issuable or payable in respectthereto pursuant to Section 1.6(b)(i) (less the cash deemed contributed by such

7

Exhibit 10.2

Shareholder to the Holdback Fund pursuant to Section 1.8(b) and less the cash deemed contributed by such Shareholder to the Expense Fundpursuant to Section 1.8(c) ) and the Company Stock Certificate so deemed surrendered shall be cancelled. Each Company Stock Certificate sosurrendered outstanding after the First Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right toreceive the Per Share Cash Consideration (with respect to shares for which the Cash Election has been made) or the Per Share Parent StockConsideration (with respect to shares for which the Stock Election has been made) issuable or payable in exchange for the Company CapitalStock represented by such Company Stock Certificate. No Per Share Cash Consideration or Per Share Parent Stock Consideration will beissued or paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerlyrepresented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validlyexecuted Exchange Documents pursuant hereto.

(e) Lost,StolenorDestroyedCertificates . In the event any Company Stock Certificate shall have been lost, stolen ordestroyed, the Exchange Agent or Parent shall pay and/or issue, in exchange for such lost, stolen or destroyed certificate, the Per Share CashConsideration (with respect to shares for which the Cash Election has been made) or the Per Share Parent Stock Consideration (with respectto shares for which the Stock Election has been made), if any, payable and/or issuable in respect thereto pursuant to Section 1.6(b)(i) uponthe making of an affidavit of that fact by the holder thereof; provided , however , that Parent may, in its discretion, or as required by theExchange Agent, and as a condition precedent to the issuance thereof, require the Shareholder who is the owner of such lost, stolen ordestroyed certificate(s) to either (i) deliver a bond in such amount as it may reasonably direct or (ii) provide an indemnification agreement inform and substance acceptable to Parent against any claim that may be made against Parent, the Surviving Corporation or the ExchangeAgent with respect to the certificates alleged to have been lost, stolen or destroyed.

(f) TransfersofOwnership. If any shares of Parent Common Stock and/or cash are to be issued and/or paid pursuant toSection 1.6 and this Section 1.8 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered inexchange therefor, it will be a condition of the issuance or payment thereof that the certificate so surrendered will be properly endorsed andotherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it anytransfer or other similar Taxes required by reason of the payment of any portion of the Per Share Cash Consideration (with respect to sharesfor which the Cash Election has been made) or the Per Share Parent Stock Consideration (with respect to shares for which the Stock Electionhas been made) in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parentor any agent designated by it that such Tax has been paid or is not payable.

(g) SharesofParentCommonStock. The shares of Parent Common Stock issued by Parent to the Shareholders pursuantto Section 1.6(b)(i) and this Section 1.8 shall be placed in a restrictive class bearing the following restrictive legend:

“THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”),OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, ORFOR THE BENEFIT OF, U.S. PERSONS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THESHARES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCHREGISTRATION UNDER THE ACT. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSELREASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISECOMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY ANDRESALE, INCLUDING A LOCK-UP PERIOD, AS SET FORTH IN AN AGREEMENT, COPIES OF WHICH MAY BEOBTAINED FROM THE PRINCIPAL OFFICE OF THE COMPANY.”

8

Exhibit 10.2

(h) No Further Ownership Rights in Company Capital Stock . The stock amounts and cash paid in respect of thesurrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be in full satisfaction ofall rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of theSurviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the First Effective Time. If, after theFirst Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled andexchanged as provided in this Article I .

(i) No Liability . Notwithstanding anything to the contrary in this Agreement, none of Parent, the Merger Subs, theExchange Agent, the Surviving Corporation, the Shareholder Representative or any party hereto shall be liable to a Shareholder for anyamount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

1.9 AdjustmentstoTotalCashConsideration.

(a) Pre-ClosingStatement. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parenta good faith estimate of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, that has beenprepared on a basis consistent with the Financials (except as may otherwise be expressly required by this Agreement) that fairly presents anestimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company and itsSubsidiaries as of the Closing Date, after giving effect to the Closing (the “ Closing Date Balance Sheet ”), and based on the Closing DateBalance Sheet, a statement (the “ Pre-Closing Statement ”) setting forth the Company’s good faith estimate of (i) the Closing Indebtedness,(ii) Third Party Expenses, and (iii) Closing Cash, together with a calculation of the Total Consideration based on the foregoing amounts. TheClosing Date Balance Sheet shall also contain a true, complete and correct asset ledger and line item for each liability set forth in suchbalance sheet. The Closing Date Balance Sheet shall be subject to the reasonable review and comment of Parent ( provided , that , Parentmust provide comments within two (2) Business Days of the Company’s delivery to Parent of the Closing Date Balance Sheet) and shall beused to determine the Total Consideration Value. The Pre-Closing Statement shall be certified in writing as complete and accurate by theChief Executive Officer and the Chief Financial Officer of the Company.

(b) Post-ClosingStatement. Within ninety (90) days following the Closing, Parent shall prepare and deliver, or cause tobe prepared and delivered, to the Shareholder Representative a statement (the “ Post-Closing Statement ”), setting forth Parent’s good faithcalculation of Net Working Capital.

(c) ReviewofPost-ClosingStatement. The Shareholder Representative shall have thirty (30) days following its receipt ofthe Post-Closing Statement (the “ Review Period ”) to review the same. On or before the expiration of the Review Period, the ShareholderRepresentative shall deliver to Parent a written statement accepting or disputing Parent’s calculation of Net Working Capital Amount in thePost-Closing Statement. In the event that the Shareholder Representative shall dispute Parent’s calculation, the Shareholder Representativeshall deliver to Parent a statement that sets forth a reasonably detailed itemization of the Shareholder Representative’s objections and thereasons therefor (such statement, a “ Dispute Statement ”). If the Shareholder Representative does not deliver a Dispute Statement to Parentwithin the Review Period or delivers a statement accepting the Post-Closing Statement, then Parent’s calculation of Net Working Capital setforth in the Post-Closing Statement shall be final and binding for purposes of this Section 1.9 with respect to the calculation of Net WorkingCapital.

(d) ReasonableEfforts. If the Shareholder Representative delivers a Dispute Statement within the Review Period, Parentand the Shareholder Representative shall each use reasonable efforts to resolve by written agreement any disputes as to the calculation of theNet Working Capital (as so resolved, the “ Agreed Adjustments ”). If the Shareholder Representative and Parent so resolve all such disputes,the calculation of the Net Working Capital as adjusted by the Agreed Adjustments shall be deemed to be final and binding for purposes of thisSection 1.9(d) with respect to the calculation of Net Working Capital.

(e) DisputeResolution. If the objections raised by the Shareholder Representative in the Dispute Statement regarding thecalculation of Net Working Capital are not resolved by Agreed Adjustments within the thirty

9

Exhibit 10.2

(30) day period provided in Section 1.9(c) , then, within ten (10) Business Days after the end of such thirty (30)-day period, the objectionsthat remain unresolved (the “ Disputed Items ”), together with any supporting documentation as either Parent or the ShareholderRepresentative may choose to submit, shall be submitted by the Shareholder Representative and Parent for final binding written resolution tothe Accounting Arbitrator. Parent and the Shareholder Representative shall each provide the Accounting Arbitrator with their respectivedeterminations of Net Working Capital, taking into account the Agreed Adjustments pursuant to Section 1.9(d) , if any. Parent and theShareholder Representative shall use reasonable efforts to cause the Accounting Arbitrator to make the final determination of the DisputedItems as to the calculation of Net Working Capital in accordance with the terms of this Agreement within thirty (30) days after such DisputedItems have been so submitted to the Accounting Arbitrator. The Accounting Arbitrator shall make an independent determination of theDisputed Items that, assuming compliance with the previous clause, shall be final and binding on the Indemnifying Parties and Parent if suchindependent determination of Net Working Capital shall be within the range proposed by Parent and the Shareholder Representative, andshall not be subject to dispute, appeal, Action or challenge for any reason. If the Accounting Arbitrator’s independent determination of theNet Working Capital is outside the range proposed by Parent and the Shareholder Representative, then the applicable Net Working Capitalproposed by Parent or the Shareholder Representative that was closer to that of the Accounting Arbitrator shall be final and binding on theIndemnifying Parties and Parent. The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to whether suchcalculation was done in accordance with the terms hereof, and whether there were mathematical errors in the calculation of Net WorkingCapital, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall be instructed only to resolvethe Disputed Items based solely on presentations and supporting material provided by Parent and the Shareholder Representative and notpursuant to any independent review or investigation. The fees, costs and expenses of the Accounting Arbitrator shall be borne by theShareholder Representative (on behalf of the Indemnifying Parties out of the Expense Fund) and Parent in inverse proportion as they mayprevail on the matters resolved by the Accounting Arbitrator, which proportionate allocation shall be calculated on an aggregate basis basedon the relative dollar values of the amounts in dispute and shall be determined by the Accounting Arbitrator at the time the determination isrendered on the merits of the matters submitted. The Net Working Capital, after giving effect to any Agreed Adjustments and to the resolutionof Disputed Items by the Accounting Arbitrator, shall be deemed to be final and binding for purposes of this Section 1.9 .

(f) Net Working Capital, as finally determined pursuant to this Section 1.9 , is referred to herein as the “ Final NetWorking Capital .” The date on which the Final Net Working Capital is determined pursuant to this Section 1.9 shall hereinafter be referredto as the “ Settlement Date ”.

(g)

(i) If the Final Net Working Capital is greater than the sum of the Net Working Capital Target plus the NetWorking Capital Collar, Parent shall, within three (3) Business Days of the Settlement Date, transfer to the Exchange Agent an amount ofcash equal to such amount by which the Final Net Working Capital exceeds the sum of the Net Working Capital Target plus the Net WorkingCapital Collar, and the Exchange Agent shall pay an amount of cash to the Shareholders equal to their respective Pro Rata Portions of suchamount.

(ii) If the Net Working Capital Target is greater than the sum of Final Net Working Capital plus the NetWorking Capital Collar, then within three (3) Business Days of the Settlement Date, Parent shall be entitled to permanently retain from theHoldback Amount a portion of the Holdback Amount equal to such amount by which the Net Working Capital Target exceeds the sum of theFinal Net Working Capital plus the Net Working Capital Collar.

(iii) If the difference between the Final Net Working Capital and the Net Working Capital Target is less than orequal to the Net Working Capital Collar, then no payments shall be made under this Section 1.9(g) .

(h) All payments made pursuant to this Section 1.9 shall constitute an adjustment to the Total Consideration Value for Taxpurposes to the extent permitted by applicable Legal Requirements.

1.10 Withholding.

10

Exhibit 10.2

The Company, the Exchange Agent, Parent, and the Surviving LLC (the “ Withholding Agents ”) shall be entitled to deduct andwithhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted orwithheld therefrom under any provision of U.S. federal, local or foreign Tax law or under any Legal Requirements or applicable Orders froma Tax Authority; provided , however , that Parent shall provide the Shareholder Representative with written notice of any such intendedwithholding (other than any such withholding that is imposed on consideration that is properly treated as compensation for applicable income,employment and/or payroll Tax purposes) at least five (5) days before the making of such payment, and Parent shall cooperate in good faithas reasonably requested by the Shareholder Representative to obtain any available exception from, or reduction in, such withholding to theextent permitted under applicable Legal Requirements. To the extent such amounts are so deducted or withheld and remitted to theappropriate Tax Authority in accordance with applicable Legal Requirements, such amounts shall be treated for all purposes under thisAgreement as having been paid to the Person to whom such amounts would otherwise have been paid. To the extent that such amounts arenot so deducted and withheld, the Person to whom such amounts are paid shall indemnify each of the Withholding Agents with respect tosuch amounts required to be deducted and withheld, and penalties, interest and additions to Tax, except to the extent such penalties, interestand additions to Tax are attributable to the gross negligence or willful misconduct of the Withholding Agents (which shall include failures towithhold at least the amount of any Taxes set forth in the Spreadsheet, if any).

1.11 CompanyLoans

. In the event that any holder of Company Capital Stock as a borrower has outstanding loans from the Company as of the First EffectiveTime, the cash portion of any amounts payable to such holder or pursuant to Section 1.6(b)(i) hereof, if any, shall be reduced by an amountequal to the outstanding principal plus accrued interest, if any, of such holder’s loans as of the First Effective Time, plus any other amountsowed by such holder to the Company (collectively, such holder’s “ Loan Repayment Amount ”). Such loans shall be satisfied as to theamount by which the cash consideration is reduced pursuant to this Section 1.11 . To the extent the consideration payable to such hold is soreduced, such amount shall be treated for all purposes under this Agreement as having been paid to such holder.

1.12 TaxConsequences.

The Mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code and correspondingprovisions of state and local Tax law, and this Agreement is intended to constitute, and is adopted by the parties as, a “plan of reorganization”within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3. The parties agree that (i) each party hereto shall cause all TaxReturns relating to the Mergers to be filed on the basis of treating the Mergers as a “reorganization” within the meaning of Section 368(a)(1)of the Code and corresponding provisions of state and local Tax law, and (ii) neither Parent nor the Company shall take, nor permit theirrespective Affiliates to take any action or position that reasonably would be expected to cause the Mergers to fail to qualify as areorganization within the meaning of Section 368(a) of the Code and corresponding provisions of state and local Tax law, in each case unlessotherwise required by applicable Legal Requirements. Except as expressly provided in this Agreement, no party makes any representations orwarranties to the other parties or any securityholder of the Company regarding the Tax treatment of the Mergers, or any of the Taxconsequences of this Agreement, the Mergers or any of the other transactions or agreements contemplated hereby. The parties acknowledgethat they and the securityholders of the Company are relying solely on their own Tax advisors in connection with this Agreement, theMergers and the other transactions and agreements contemplated hereby. Notwithstanding the foregoing or anything to the contrary in thisAgreement, if tax counsel to Parent and the Company, after good faith consultation with each other, reasonably determine at Closing that,taking into account only the Total Cash Consideration, cash paid to Unaccredited Investors and in respect of fractional shares, and areasonable estimate of the cash to be paid with respect to Dissenting Shares, and the Total Stock Consideration, the Continuity Test (asdefined below) is not satisfied solely as a result of the value of a share of Parent Common Stock, then the Total Cash Consideration shall bereduced and the Total Stock Consideration correspondingly increased to the minimum extent necessary to enable the Continuity Test to besatisfied (as reasonably determined by such tax counsel). Any such changes to the Total Stock Consideration and Total Cash Considerationshall require the consent of Parent and the Company (not to be unreasonably withheld, conditioned or delayed). The Continuity Test meansthat at least forty percent (40%) of the value of the Company Capital Stock must be exchanged for Parent Common Stock pursuant to theMergers. For purposes of determining

11

Exhibit 10.2

whether the Continuity Test has been satisfied, the value of a share of Parent Common Stock shall be the Parent Trading Price, and the TotalCash Consideration shall be reduced to the minimum extent necessary to enable the Continuity Test to be satisfied using such price for eachadditional share of Parent Common Stock to be issued.

1.13 ParentCommonStockIssuance.

The aggregate amount of the Parent Common Stock issuable to the Equityholders in respect of their shares of Company Capital Stockand Company Options pursuant to this Agreement shall not be greater than nineteen and ninety-nine hundredths percent (19.99%) of theshares of Parent Common Stock that were issued and outstanding prior to the First Effective Time, and assuming that (i) each of thePerformance-Based RSUs are fully vested and the shares subject to such Performance-Based RSUs are issued in full, (ii) any DissentingShares will receive a cash amount equal in value to the consideration otherwise payable to holders of Company Capital Stock in accordancewith this Agreement, and (iii) to the extent Unaccredited Investors would otherwise have been entitled to be issued shares of Parent CommonStock as consideration or otherwise under this Agreement, Parent shall pay such amounts in cash pursuant to Section 1.6(e) .

1.14 TakingofFurtherAction.

If at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement,to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of theCompany, to vest Parent with full right, title and possession to all of the Company Capital Stock or to vest the Surviving LLC with full right,title and possession to all assets, property, rights, privileges, powers and franchises of the Surviving Corporation, then each of the Company,Parent and the officers and directors of each of the Company and Parent are fully authorized in the name of their respective corporations orotherwise to take, and will take, all such lawful and necessary action.

Article II

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

Subject to any disclosure set forth in (i) the specific section, subsection or subclause of the disclosure schedule delivered by theCompany to Parent on the date hereof prior to the execution and delivery hereof (the “ Disclosure Schedule ”) that corresponds to thespecific section, subsection or subclause of each representation and warranty set forth in this Article II , or (ii) any other section, subsectionor subclause of the Disclosure Schedule solely if and to the extent that it is reasonably apparent on the face of such disclosure that it applies tosuch other section, subsection or subclause of this Article II without reference to the documents referenced therein or any extrinsicknowledge of the matters addressed thereby, the Company hereby represents and warrants to Parent and the Merger Subs as follows:

2.1 OrganizationandGoodStanding

. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California.The Company has the requisite corporate power to own, lease and operate its assets and properties and to carry on its business as currentlyconducted. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each other jurisdictionin which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make suchqualification or license necessary to the Company’s business as currently conducted, other than to the extent that a failure be so qualified orlicensed in any such other jurisdiction would not be material to the Company and its Subsidiaries, taken as a whole. The Company has MadeAvailable true, correct and complete copies of its articles of incorporation, as amended to date (the “ Articles of Incorporation ”) andbylaws, as amended to date, each in full force and effect on the date hereof (collectively, the “ Charter Documents ”). The Board ofDirectors of the Company has not approved or proposed any amendment to any of the Charter Documents that has not been Made Available.Section 2.1 of the Disclosure Schedule lists the directors and officers of the Company and every jurisdiction in which the Company and itsSubsidiaries have

12

Exhibit 10.2

Employees or facilities as of the date hereof. Except as set forth on Section 2.1 of the Disclosure Schedule, the operations now beingconducted by the Company and its Subsidiaries are not now and have never been conducted by the Company or any of its Subsidiaries underany other name. There are no outstanding powers of attorney executed by or on behalf of the Company or any of its Subsidiaries.

2.2 AuthorityandEnforceability

. The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which itis a party and to consummate the First Merger and the other Transactions. The execution and delivery of this Agreement and any RelatedAgreements to which the Company is a party and the consummation of the Mergers and the other Transactions have been duly authorized byall necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company andthe unanimous approval of the Shareholders in the Shareholder Written Consents) and no further corporate action is required on the part ofthe Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Mergers orany other Transactions. The Shareholder Written Consents from each of the Shareholders delivered to Parent prior to the execution of thisAgreement pursuant to Section 5.2(a) is the only vote of the Shareholders required under applicable Legal Requirements, the CaliforniaCode, the Charter Documents and all Contracts to which the Company is a party to legally adopt this Agreement and approve the Mergers andthe other Transactions. The Board of Directors of the Company has approved this Agreement, the Mergers and the other Transactions, andrecommended to the Shareholders to vote in favor of adoption of this Agreement and approval of the Mergers and the other Transactions (the“ Company Recommendation ”). This Agreement and each of the Related Agreements to which the Company is a party have been dulyexecuted and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto,constitute or will, when executed, constitute the valid and binding obligations of the Company enforceable against it in accordance with theirrespective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief ofdebtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitableremedies and other general principles of equity (clauses (x) and (y) collectively, the “ Enforceability Limitations ”).

2.3 GovernmentalApprovalsandConsents

. No consent, notice, waiver, approval, waiting period expiration or termination, Order or authorization of, or registration, declarationor filing with any Governmental Entity, is required by, or with respect to, the Company or any of its Subsidiaries in connection with theexecution and delivery of this Agreement and any Related Agreement to which the Company or any of its Subsidiaries is a party or theconsummation of the Mergers or any other Transactions, except for (a) such consents, notices, waivers, approvals, Orders, authorizations,registrations, declarations and filings as may be required under applicable securities laws and state “blue sky” laws, (b) such consents,notices, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act or any foreignantitrust, merger control, or competition law, and (c) the filing of the Agreements of Merger with the Secretary of State of the State ofCalifornia.

2.4 NoConflicts

. Assuming compliance with the regulatory measures, if any, described in Section 2.3 hereto, the execution and delivery by theCompany of this Agreement and any Related Agreement to which the Company or any of its Subsidiaries is a party, and the consummation ofthe Mergers or any other Transactions, will not conflict with or result in any violation of or default under (with or without notice or lapse oftime, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit (anysuch event, a “ Conflict ”) under (a) any provision of the Charter Documents or the organizational documents of any Subsidiary of theCompany, as amended, (b) any Material Contract or (c) any Legal Requirement or Order applicable to the Company or any of its Subsidiariesor any of their respective properties or assets (whether tangible or intangible). Section 2.4 of the Disclosure Schedule sets forth all necessarynotices, consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Mergers or anyother Transactions, or for any such Material Contract to remain in full force and effect without limitation, modification or alteration after theEffective Times so as to preserve

13

Exhibit 10.2

all rights of, and benefits to, the Company and its Subsidiaries, as the case may be, under such Material Contracts from and after the EffectiveTimes. Following the consummation of the Mergers, the Surviving LLC or the applicable Subsidiary of the Company will be permitted toexercise all of its rights under the Material Contracts without the payment of any additional amounts or consideration other than ongoing fees,royalties or payments which the Company or such Subsidiary would otherwise have been required to pay pursuant to the terms of suchMaterial Contracts had the Mergers or other Transactions not occurred.

2.5 CompanyCapitalStructure

.

(a) The authorized capital stock of the Company consists of (i) 1,000,000 shares of Company Common Stock, of which157,501 shares are issued and outstanding on the date hereof. As of the date hereof, the Company Capital Stock is held by the Persons and inthe amounts set forth in Section 2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held,class and/or series of such shares, the number of the applicable stock certificates representing such shares and the domicile addresses ofrecord of such Persons. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessableand at the First Effective Time will not be subject to preemptive rights created by statute, the Charter Documents, or any agreement to whichthe Company is a party or by which it is bound.

(b) All outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the caseof shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance with all applicable LegalRequirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company orany shareholder of the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company. There areno declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Other than the Company Capital Stock setforth in Section 2.5(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding as of theAgreement Date. True, correct and complete copies of all agreements and instruments relating to any securities of the Company have beenMade Available and as of the Agreement Date such agreements and instruments have not been amended, modified or supplemented and thereare no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent.

(c) Except for the Plan, neither the Company nor any of its Subsidiaries have ever adopted, sponsored or maintained anystock option plan or any other plan or agreement providing for equity or equity-related compensation to any Person (whether payable inshares, cash or otherwise). The Company has reserved 100,745 shares of Company Common Stock for issuance to employees and directorsof, and consultants to, the Company upon the issuance of stock or the exercise of options or the granting or purchase of restricted stockgranted under the Plan, of which (i) 63,157 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised optionsgranted under the Plan, (ii) no shares have been issued upon the exercise of options granted under the Plan and remain outstanding as of thedate hereof, (iii) no shares have been issued as restricted stock under the Plan, and (iv) 37,588 shares remain available for future grant. EachCompany Option was originally granted with an exercise price at least equal to the fair market value of a share of Company Common Stockon the date of grant. The terms of the Plan and the applicable agreements for each Company Option award allow for the treatment ofCompany Options as provided in this Agreement, without the consent or approval of the holders of such securities, the Shareholders orotherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True andcomplete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and as of the AgreementDate such agreements and instruments have not been amended, modified or supplemented and there are no agreements to amend, modify orsupplement such agreements or instruments from the forms thereof Made Available. All holders of Company Options are current employees,former employees within their post-termination exercise window or non-employee directors of the Company or a Subsidiary of the Company.

(d) Section 2.5(d) of the Disclosure Schedule sets forth as of the Agreement Date for each outstanding Company Option,the name of the holder, the type of award, the type of entity of such holder, the domicile address of record of such holder, whether such holderis an employee of the Company or a Subsidiary of the Company,

14

Exhibit 10.2

the number of shares of Company Capital Stock issuable upon the exercise of such Company Option, the date of grant, the exercise price (ifany), the vesting schedule, including the extent vested to date and whether such vesting is subject to acceleration as a result of theTransactions or any other events, and whether such Company Option is a nonstatutory option or qualifies as an incentive stock option asdefined in Section 422 of the Code, and whether (and to what extent) any such Company Option is or has ever been subject to Section 409A(whether or not subsequently amended to comply with or be exempt from the requirements of Section 409A) and any action taken to amendany such Company Option to comply with or be exempt from the requirements of Section 409A.

(e) No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries (including any CompanyPromissory Note) (i) having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeablefor, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company,are issued or outstanding as of the date hereof. All Company Promissory Notes have been converted in full into shares of Company CommonStock and the Company has performed and satisfied each of its covenants or obligations under the Company Promissory Notes such that theCompany has no further covenants, obligations or liabilities thereunder.

(f) Except for the Company Options, there are no options, warrants, calls, rights, convertible securities, commitments oragreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company or any of itsSubsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued,delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or any of its Subsidiaries or obligating the Companyor any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option,warrant, call, right, commitment or agreement. Except for the Company Options, there are no outstanding or authorized stock appreciation,phantom stock, profit participation, or other equity-compensation rights of the Company or any of its Subsidiaries (whether payable in shares,cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect tothe voting stock of the Company or any of its Subsidiaries, and there are no agreements to which the Company or any of its Subsidiaries is aparty relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights)of any Company Capital Stock. As a result of the First Merger, Parent will be the sole record and beneficial holder of all issued andoutstanding Company Capital Stock, and all outstanding rights to acquire or receive any shares of Company Capital Stock, shall have beenterminated.

(g) Section 2.5(g) of the Disclosure Schedule sets forth as of the Agreement Date the outstanding principal, accruedinterest and applicable rate of interest of all outstanding Indebtedness from the Company to Shareholders described in Section 1.11 hereof.

(h) The information contained in the Spreadsheet will be true, correct and complete as of the Closing Date and thecalculations performed to compute the information contained therein will be accurate and in accordance with applicable Legal Requirements,the terms of this Agreement, the Charter Documents and all other agreements and instruments among the Company and/or any holder ofCompany Capital Stock, Company Options, Company Promissory Notes or other equity securities of the Company, and no such holder willbe entitled to any amounts with respect to his, hers or its shares of Company Capital Stock, Company Options, Company Promissory Notes orother equity securities of the Company or any of it its Subsidiaries except as provided in the Spreadsheet.

2.6 CompanySubsidiaries

.

(a) Section 2.6(a) of the Disclosure Schedule lists each Subsidiary of the Company. Each Subsidiary of the Company is anentity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in the event goodstanding is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under thelaws of its jurisdiction of incorporation or organization). Each Subsidiary of the Company has the power to own its assets and properties andto carry on its business as currently conducted. Each Subsidiary of the Company is duly qualified or licensed to do business and is

15

Exhibit 10.2

in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or thenature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not bematerial to the Company and its Subsidiaries, taken as a whole. A true, correct and complete copy of the charter documents and bylaws orother organizational documents of each Subsidiary of the Company, each as amended to date and in full force and effect on the date hereof,has been Made Available. All of the outstanding shares or other equity interests of each Subsidiary of the Company are owned of record andbeneficially by the Company. All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized,validly issued, fully paid and non‑assessable and not subject to preemptive rights created by statute, the charter documents or bylaws or otherorganizational documents of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have beenissued in compliance with all applicable Legal Requirements. No Subsidiary of the Company is subject to any bankruptcy or insolvencyproceedings or is or likely to become unable to pay its due debts upon their maturity. There are no options, warrants, calls, rights,commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiaryof the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased orredeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, acceleratethe vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are nooutstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of theCompany. Section 2.6(a) of the Disclosure Schedule lists the directors and officers and other equity interest holders, if applicable, of eachSubsidiary of the Company as of the date of this Agreement. Any Subsidiaries that are not wholly owned by the Company are controlled bythe Company and consolidated with the Company in the Financials.

(b) Section 2.6(b) of the Disclosure Schedule lists each corporation, limited liability company, partnership, association,joint venture or other business entity (other than the Company’s Subsidiaries) in which the Company owns, directly or indirectly, any sharesor any interest. Neither the Company nor any of its Subsidiaries have agreed or are obligated to make any future investment in or capitalcontribution to any Person.

2.7 CompanyFinancialStatements;InternalFinancialControls

.

(a) Section 2.7(a) of the Disclosure Schedule sets forth the Company’s (i) unaudited consolidated balance sheets as ofDecember 31, 2016 and December 31, 2017, unaudited consolidated balance sheet as of December 31, 2018, and the related consolidatedstatements of income, cash flow and stockholders’ equity for the twelve (12) month periods then ended (the “ Year-End Financials ”), and(ii) unaudited consolidated balance sheet as of February 28, 2019 (the “ Balance Sheet Date ”), and the related unaudited consolidatedstatements of income, cash flow and stockholders’ equity for the two months then ended (the “ Interim Financials ”). The Year-EndFinancials and the Interim Financials (collectively referred to as the “ Financials ”) have been prepared in accordance with cash basisaccounting consistently applied on a consistent basis throughout the periods indicated and consistent with each other and present fairly theCompany’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subjectin the case of the unaudited Year-End Financials and the Interim Financials to normal year-end adjustments, which are not material in amountor significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Dateis referred to hereinafter as the “ Current Balance Sheet .” The Books and Records of the Company and each of its Subsidiaries have been,and are being, maintained in all material respects in accordance with applicable legal and accounting requirements, and the Financials areconsistent with such Books and Records.

(b) The Company has Made Available an aging schedule with respect to the billed accounts receivable of the Company andeach of its Subsidiaries as of the Balance Sheet Date, indicating a range of days elapsed since invoice. All of the accounts receivable, whetherbilled or unbilled, of the Company and each of its Subsidiaries arose in the ordinary course of business consistent with past practice, are notsubject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-returnbasis and are not subject to any other repurchase or return arrangement. No Person has any Lien (other than Permitted Liens) on any accounts

16

Exhibit 10.2

receivable of the Company or any of its Subsidiaries and no request or agreement for deduction or discount has been made with respect to anyaccounts receivable of the Company or any of its Subsidiaries.

(c) The Company and each of its Subsidiaries have established and maintain, adhere to and enforce a system of internalaccounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements (including the Financials), including policies and procedures that (i) require the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and each of its Subsidiaries,(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withthe procedures used in their preparation, and that receipts and expenditures of the Company and each of its Subsidiaries are being made onlyin accordance with appropriate authorizations of management and the Board of Directors of the Company and provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and each of itsSubsidiaries. Neither the Company nor any of its Subsidiaries (including any Employee thereof) have identified or been made aware of(x) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of itsSubsidiaries, (y) any fraud, whether or not material, that involves the management or other Employees of the Company or any of itsSubsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any ofits Subsidiaries or (z) any claim or allegation regarding any of the foregoing.

(d) The information set forth in the Closing Date Balance Sheet will have been prepared in accordance with cash basisaccounting consistently applied as of immediately prior to the Effective Time.

2.8 NoUndisclosedLiabilities

. Neither the Company nor any of its Subsidiaries have any liability, indebtedness, obligation or expense of any type, whetheraccrued, absolute, contingent, matured, unmatured or otherwise (whether or not required to be reflected in a balance sheet prepared inaccordance with GAAP), except for those which (a) have been reflected in the Current Balance Sheet, (b) have arisen in the ordinary courseof business consistent with past practices since the Balance Sheet Date and prior to the date hereof, (c) constitute Third Party Expenses setforth on the Spreadsheet, or (d) are executory performance obligations arising under Contracts to which the Company and its Subsidiaries areparties or otherwise bound that, in the case of Material Contracts, do not result from a breach or default thereunder.

2.9 NoChanges

. Since the Balance Sheet Date through the date hereof, (a) no Company Material Adverse Effect has occurred and (b) neither theCompany nor any of its Subsidiaries have taken any action that would require the consent of Parent under Section 4.2 if proposed to be takenafter the date hereof.

2.10 Taxes

. Except as set forth on Section 2.10 of the Disclosure Schedule:

(a) TaxReturnsandPayments. Each return (including any information return), report, statement, declaration, estimate,schedule, notice, form, claim for refund, election, certificate or other document or information filed with or submitted to, or required to befiled with or submitted to, any Governmental Entity responsible for the imposition of Taxes (a “ Tax Authority ”) in connection with thedetermination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of orcompliance with any Legal Requirement relating to any Tax, including any amendment thereof or attachment thereto (each, a “ Tax Return”) required to be filed by or on behalf of the Company or any of its Subsidiaries with any Tax Authority: (i) has been filed; and (ii) in allmaterial respects has been, accurately and completely prepared in compliance with all applicable Legal Requirements. All Taxes required tobe paid by the Company and each of its Subsidiaries that are due and owing (whether or not shown or required to be shown on any TaxReturn) have been paid. The Company has delivered or Made Available to Parent accurate and complete copies of all income and othermaterial Tax Returns filed since January 1, 2015 requested by Parent.

17

Exhibit 10.2

(b) ReservesforPaymentofTaxes. The Financials accurately accrue for all liabilities for Taxes of the Company and itsSubsidiaries with respect to all periods through the dates thereof in accordance with GAAP. Except in connection with the transactionscontemplated by this Agreement, neither the Company nor any of its Subsidiaries have incurred any liability for Taxes since the BalanceSheet Date other than in the ordinary course of business consistent with past practice.

(c) Audits;Claims;Etc. Since January 1, 2016, no Tax Return of the Company or any of its Subsidiaries has ever beenexamined or audited by any Tax Authority. Since January 1, 2016, neither the Company nor any of its Subsidiaries have received from anyTax Authority any: (i) written notice indicating an intent to open a Tax audit or other review; (ii) written request for information related toTax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No claim or legal proceeding is pending or, to the Company’sKnowledge, threatened in writing by a Tax Authority against the Company or any of its Subsidiaries in respect of any Tax (including any Taxfiling or Tax reporting obligation). There are no Liens for Taxes upon any of the assets of the Company or any of its Subsidiaries exceptLiens for current Taxes not yet due and payable or Taxes that are being contested in good faith and by appropriate proceedings. Neither theCompany nor any of its Subsidiaries have (i) filed an outstanding request for an extension of time within which to file any Tax Return whichsuch Tax Return has not yet been filed (other than automatic extensions in the ordinary course of business consistent with past practices), (ii)executed a waiver or consent extending any statute of limitations for the assessment or collection of any Taxes which waiver or consentremains outstanding, and no such waiver or consent is pending, (iii) applied for a ruling relating to Taxes which could be binding on Parent,the Company or any of their Affiliates after the Closing Date, or (iv) entered into a “closing agreement” as described in Section 7121 of theCode (or any comparable provisions of state, local or foreign Legal Requirements) with any Tax Authority. No power of attorney that iscurrently in force has been granted with respect to any matter relating to Taxes of the Company or any of its Subsidiaries, other than powersof attorney granted in the ordinary course of business in connection with the preparation and/or filing of Tax Returns.

(d) LegalProceedings;Etc. There are no unsatisfied liabilities for Taxes in connection with any notice of Tax deficiencyor similar document received by the Company or any of its Subsidiaries (other than liabilities for Taxes asserted under any such notice ofdeficiency or similar document which are being contested in good faith and by appropriate proceedings by the Company or any of itsSubsidiaries and with respect to which adequate reserves for payment have been established).

(e) DistributedStock . Neither the Company nor any of its Subsidiaries have distributed stock of another Person, andneither the Company nor any of its Subsidiaries have had their stock distributed by another Person, in a transaction that was purported orintended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(f) 280G;4999 . There is no agreement, plan, arrangement or other Contract (i) covering any Employee or any other“disqualified individual” (as defined in Code Section 280G and the regulations promulgated thereunder) that, considered individually orconsidered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the paymentof any amount that would not be deductible pursuant to Section 280G or Section 404 of the Code or that would be characterized as a“parachute payment” within the meaning of Section 280G(b)(1) of the Code or (ii) by which the Company or any of its Subsidiaries is boundto compensate any Employee or any other “disqualified individual” (as defined in Code Section 280G and the regulations promulgatedthereunder) for excise taxes paid, including pursuant to Section 4999 of the Code. Section 2.10(f) of the Disclosure Schedule lists all personswho are “disqualified individuals” (within the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder).

(g) TaxIndemnityAgreements;Etc.Neither the Company nor any of its Subsidiaries currently are, or have ever been, aparty to or bound by any written Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar written Contract(other than any such agreement or Contract solely between the Company, on one hand, and any of its Subsidiaries, on the other hand or acommercial agreement entered into in the ordinary course of business consistent with past practice, such as a lease or an agreement with acustomer or supplier, the principal purpose of which is not the sharing or allocation of Taxes) (each, a “ Tax Sharing Agreement ”), andafter the Closing Date, neither the Company nor any of its Subsidiaries will be bound by any such agreement or have any

18

Exhibit 10.2

liability thereunder for any amounts. Neither the Company nor any of its Subsidiaries has ever been a member of an affiliated, combined,consolidated or unified group (including within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return(other than a group the common parent of which was the Company) or has any liability for Taxes of any Person (other than the Company andits Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Legal Requirements),as a transferee or successor, pursuant to any Tax Sharing Agreement, or by operation of law.

(h) Neither the Company nor any of its Subsidiaries has ever been a party to any joint venture, partnership, or, to theCompany’s Knowledge, other agreement that could reasonably be expected to be treated as a partnership for Tax purposes.

(i) NoOtherJurisdictionsforFilingTaxReturns. Neither the Company nor any of its Subsidiaries are subject to Tax inany country other than their respective countries of incorporation or formation by virtue of having a permanent establishment, place ofbusiness or business operations in that country. No written claim has ever been made by a Tax Authority in a jurisdiction where the Companyor any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries, as the case may be, is or may be subject toTaxation by that jurisdiction.

(j) TransferPricing. The prices for any property or services (or for the use of any property), including, without limitation,interest and other prices for financial services, provided by or to the Company or any of its Subsidiaries are arm’s-length prices for purposesof the relevant transfer pricing laws, including Treasury Regulations promulgated under Section 482 of the Code (or any comparableprovisions of state, local or foreign Legal Requirements).

(k) TaxShelters;ListedTransactions;Etc. Neither the Company nor any of its Subsidiaries have ever participated in, noris currently participating in, a “listed transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulations Section1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign Legal Requirements.The Company and each of its Subsidiaries has disclosed on its respective Tax Returns any Tax reporting position taken in any Tax Returnwhich could result in the imposition of penalties under Section 6662 of the Code (or any comparable provisions of state, local or foreignLegal Requirements).

(l) Section83(b). To the Company’s Knowledge, each Person who holds shares of Company Common Stock that are non-transferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code has made an election under Section83(b) of the Code.

(m) Withholding. The Company and each of its Subsidiaries has (i) withheld or collected from each payment made to eachof its employees, shareholders or members, and other third parties and paid over to the proper Governmental Entities (or is properly holdingfor such payment) all amounts required to be so withheld and paid over under all applicable Legal Requirements, including U.S. federal, state,and local income and employment Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant non-U.S.income and employment Tax withholding Legal Requirements, and other Taxes required to be withheld or paid, and (ii) has filed allwithholding Tax Returns, for all periods.

(n) ChangeinAccountingMethods;ClosingAgreements;Etc. Neither the Company nor any of its Subsidiaries will berequired to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof)ending after the Closing Date as a result of any: (i) method of accounting employed, or change in method of accounting made, prior to or inconnection with the First Effective Time, excluding the change from the cash method to the accrual method of accounting as a result of theFirst Merger; (ii) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, orforeign Tax law) executed prior to the First Effective Time; (iii) intercompany transactions or excess loss accounts described in TreasuryRegulations promulgated under Section 1502 of the Code (or any similar provision of state, local, or foreign Tax Legal Requirement) withrespect to a transaction occurring prior to the First Effective Time, (iv) installment sale or open transaction disposition made prior to the FirstEffective Time; (v) prepaid amount received

19

Exhibit 10.2

on or prior to the First Effective Time; or (vi) election pursuant to Section 108(i) of the Code made prior to the First Effective Time. Neitherthe Company nor any of its Subsidiaries has made an election pursuant to Section 965(h) of the Code.

(o) DualConsolidatedLoss. Neither the Company nor any of its Subsidiaries have ever incurred a dual consolidated losswithin the meaning of Section 1503 of the Code (or any comparable provisions of state, local or foreign Legal Requirements).

(p) InternationalIssues. Neither the Company nor any of its Subsidiaries are, or ever have been, (i) “United States realproperty holding corporation” within the meaning of Section 897(c)(2) of the Code or an entity that has ever made the election provided inSection 897(i) of the Code, (ii) a “passive foreign investment company” within the meaning of Section 1297 of the Code; or (iii) a “controlledforeign corporation” within the meaning of Section 957 of the Code. None of the Subsidiaries of the Company that is a non-U.S. corporationhas (i) any item of income that could constitute subpart F income within the meaning of Section 952 of the Code, or (ii) any investment in“United States property” within the meaning of Section 956 of the Code, in each case during a taxable year that includes but does not end onthe Closing Date.

(q) Section409A.

(i) Section 2.10(q)(i) of the Disclosure Schedule lists each Company Employee Plan and Contract, agreementor arrangement between the Company or any Subsidiary and any Employee, in each case, that is a “nonqualified deferred compensation plan”(as such term is defined in Section 409A(d)(1) of the Code) subject to (and not exempt from) Section 409A of the Code (or any state lawequivalent) and the regulations and guidance thereunder (“ Section 409A ”). Each such nonqualified deferred compensation plan, if any, hasbeen at all times in operational compliance with Section 409A and has been in documentary compliance with Section 409A. Nocompensation shall be includable in the gross income of any Employee as a result of the operation of Section 409A with respect to anyCompany Employee Plan or other arrangements or agreements which is or has been in effect at any time prior to the First Effective Time. Tothe extent required, the Company and each of its Subsidiaries have properly reported and/or withheld and remitted on amounts deferred underany nonqualified deferred compensation plan subject to Section 409A. There is no Contract, agreement, plan or arrangement to which theCompany or any of its Subsidiaries is a party covering any Employee of the Company or any of its Subsidiaries, which individually orcollectively could require the Company or any of its Subsidiaries to pay a Tax gross-up payment to, or otherwise indemnify or reimburse, anyEmployee for Tax-related payments under Section 409A. There is no Contract, agreement, plan or arrangement to which the Company or anyof its Subsidiaries is a party, which, individually or collectively, could give rise to a Parent, Company, Surviving Corporation, or SubsidiaryTax under Section 409A or that would give rise to an Employee Tax and/or Parent, Company, Surviving Corporation or Subsidiary reportingobligations under Section 409A.

(ii) No Company Option or other stock right (as defined in Treasury Regulation Section 1.409A-1(l)) (w) hasan exercise price that was less than the fair market value of the underlying equity as of the date such option or right was granted and noexercise price of any Company Option has been amended following the grant date of such Company Option to an exercise price less than thefair market value on the date of such amendment, (x) has any feature for the deferral of compensation other than the deferral of recognition ofincome until the later of exercise or disposition of such option or rights, or (y) has been granted after the Company’s incorporation, withrespect to any class of stock of the Company that is not “service recipient stock” (within the meaning of applicable regulations under Section409A).

(r) Reorganization. As of the date hereof, neither the Company nor any of its Subsidiaries or their Affiliates has taken oragreed to take any action, nor does the Company or any of its Subsidiaries have knowledge of any fact or circumstance that could reasonablybe expected to prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code. To the Company’sKnowledge, there are no agreements, plans or other circumstances that would reasonably be expected to prevent the Mergers from qualifyingas a reorganization within the meaning of Section 368(a) of the Code.

20

Exhibit 10.2

(s) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of the Sellers is making, andshall not be construed to have made, any representation or warranty as to the amount or utilization of any net operating loss, tax credit orother Tax asset of the Company or any of the Company’s Subsidiaries after the Closing Date.

2.11 RealProperty

. Neither the Company nor any of its Subsidiaries own any real property, nor has the Company nor any of its Subsidiaries ever ownedany real property. Section 2.11 of the Disclosure Schedule sets forth a list as of the Agreement Date of all real property currently leased,subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of itsSubsidiaries (collectively, the “ Leased Real Property ”). Section 2.11 of the Disclosure Schedule sets forth a list as of the Agreement Dateof all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to theLeased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license,sublease or other occupancy right, the aggregate annual rental payable thereunder, the amount of any deposit or other security or guaranteegranted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modificationsthereof (collectively, the “ Lease Agreements ”). The Company and its Subsidiaries currently occupy all of the Leased Real Property for theoperation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company norany of its Subsidiaries owe brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any suchfees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company andeach of its Subsidiaries have performed all of their obligations under any termination agreements pursuant to which they have terminated anyleases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing material liabilitywith respect to such terminated agreements. The Leased Real Property is in good operating condition and repair, free from any materialstructural, physical or mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similarproperties, and is structurally sufficient and otherwise suitable for the conduct of the Company’s and its Subsidiaries’ business. Neither theoperation of the Company nor any of its Subsidiaries on the Leased Real Property nor, to the Company’s Knowledge, such Leased RealProperty, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statuterelating to such Leased Real Property or operations thereon.

2.12 TangibleProperty

. The Company and each of its Subsidiaries have good and valid title to, or, in the case of leased tangible properties and assets, validleasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear ofany Liens, except (a) as reflected in the Current Balance Sheet, (b) Liens for Taxes not yet due and payable or those Taxes being contested ingood faith through appropriate proceedings, (c) such imperfections of title and encumbrances, if any, which do not detract from the value orinterfere with the present use of the property subject thereto or affected thereby and (d) other Permitted Liens. The material items ofequipment owned or leased by the Company and each of its Subsidiaries (i) are adequate for the conduct of the business of the Company andits Subsidiaries as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear andtear.

2.13 IntellectualProperty

.

(a) Disclosures. The Disclosure Schedule accurately identifies and describes: (i) in Section 2.13(a) of the DisclosureSchedule, each Company Product (by name and version number); (ii) in Section 2.13(a) of the Disclosure Schedule, (A) each item ofRegistered IP in which the Company or any of its Subsidiaries has or purports to have an ownership interest, (B) the record owner, and, ifdifferent, the legal and beneficial owner, of such item of such Registered IP, (C) the jurisdiction in which such item of Registered IP has beenregistered or filed and the applicable application, registration or serial number, and (D) for each domain name registration, the applicabledomain name

21

Exhibit 10.2

registrar, the expiration date for the registration, and name of the registrant; (iii) in Section 2.13(a) of the Disclosure Schedule, all materialunregistered trademarks owned or used by the Company or any of its Subsidiaries; (iv) in Section 2.13(a) of the Disclosure Schedule, (A) allLicensed IP Contracts (other than Open Source Software and software licensed under a Non-Negotiated Vendor Contract), the terms of whichidentify the Licensed IP licensed thereunder, and (B) whether the license or licenses so granted to the Company or any of its Subsidiaries areexclusive or nonexclusive; and (v) in Section 2.13(a) of the Disclosure Schedule, each Company IP Contract, other than (A) non-disclosureagreements substantially in the form of a Standard Form IP Contract, (B) nonexclusive licenses pursuant to Standard Form IP Contracts thathave been entered into in the ordinary course of business, and (C) rights granted to contractors or vendors to use Company IP for the solebenefit of the Company or any of its Subsidiaries.

(b) StandardFormIPContracts. The Company has Made Available a true, correct and complete copy of each StandardForm IP Contract.

(c) OwnershipFreeandClear. The Company and its Subsidiaries exclusively own all right, title and interest to and in theCompany IP, free and clear of any Liens (excluding non-exclusive licenses entered into in the ordinary course of business), including allIntellectual Property and Intellectual Property Rights embodied by or incorporated in the Company Products (but excluding Licensed IP).Without limiting the generality of the foregoing:

(i) each Employee or other Person who is or was involved in the authorship, invention, creation, conception ordevelopment of any Intellectual Property or Intellectual Property Rights for or on behalf of the Company or any of its Subsidiaries has enteredinto a valid and enforceable written agreement sufficient under all applicable Legal Requirements to irrevocably assign (subject to 17 U.S.C.§ 203(a)) all such Intellectual Property and such Intellectual Property Rights to the Company and its Subsidiaries;

(ii) no Employee or former employer of any Employee has any claim, right or interest (including the right toobtain any claim, right or interest) to or in any Company IP;

(iii) no funding, facilities, resources or personnel of any Governmental Entity or any research or educationalinstitution were used to develop or create any Company IP;

(iv) the Company and each of its Subsidiaries have taken all necessary steps to maintain the confidentiality ofall proprietary information held by the Company or any of its Subsidiaries, or purported to be held by the Company or any of its Subsidiaries,as a trade secret, including any confidential information or trade secrets provided to the Company or any of its Subsidiaries by any Personunder an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has, to the Company’sKnowledge, actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and useof such proprietary information;

(v) Neither the Company nor any of its Subsidiaries have made, directly or indirectly, any commitments,promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises,submissions, suggestions, statements or declarations that would require or obligate the Company or any of its Subsidiaries to grant or offer toany other Person any license or right to any Company IP or otherwise impair or limit the Company or any of its Subsidiaries’ control of anyCompany IP) in each case to any standards-setting bodies, industry groups or other similar organizations (“ Standards Organizations ”), andno patent included in the Company IP (i) is subject to any commitment that would require the grant of any license or other right to any Personor otherwise limit the Company’s control of any Company IP or (ii) has been identified by the Company or, to the Knowledge of theCompany, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization;

(vi) the Company or any of its Subsidiaries owns or otherwise has, and after the Closing will continue to have,all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted and currentlyplanned by such entity to be conducted;

22

Exhibit 10.2

(vii) all Company IP will be fully transferable and alienable by the Company or one or more of its Subsidiaries(as applicable) at the Closing without restriction and without payment of any kind to any Person, in each case except as set forth in Section2.13(c)(vii) of the Disclosure Schedule;

(viii) no Company IP is subject to any Action that restricts in any manner the use, offer for sale, sale, license,practice and other exploitation thereof or that would reasonably be expected to have an adverse effect on the use, validity or enforceabilitythereof that would be material to business or operations of the Company or any of its Subsidiaries; and

(ix) the Company or each of its Subsidiaries (as applicable) has the exclusive right to bring an Action against athird party for infringement or misappropriation of the Company IP.

(d) ValidandEnforceable. No trademark (whether registered or unregistered), trade name, domain name or otherwiseprotected designation ( e.g. , worktitle) owned, used, or applied for by the Company or any of its Subsidiaries conflicts or interferes with anytrademark (whether registered or unregistered), trade name or domain name owned, used or applied for by any other Person. To theCompany’s Knowledge, each item of Company IP that is Registered IP is valid, subsisting and enforceable, and at all times has been incompliance with all Legal Requirements, and all filings, payments and other actions required to be made or taken to maintain such item ofCompany IP in full force and effect have been made by the applicable deadline, except that no representation or warranty is made withrespect to the validity, subsistence, or enforceability of pending applications. To the Company’s Knowledge, there is no basis for a claim thatany Company IP is invalid or, except for pending applications, unenforceable. Except as set forth in Section 2.13(d) of the DisclosureSchedule, there are no actions that must be taken by the Company or any of its Subsidiaries within six (6) months of the date hereof,including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for thepurposes of perfecting, maintaining or renewing any Registered IP. No issuance or registration obtained and no application filed by theCompany or any of its Subsidiaries in connection with the Company IP has been cancelled, abandoned, allowed to lapse or not renewed,except where the Company or its Subsidiary, as applicable, has in its reasonable business judgment decided to cancel, abandon, allow to lapseor not renew such issuance, registration, or application.

(e) EffectsoftheMergers. Neither the execution, delivery or performance of this Agreement or any Related Agreementnor the consummation of the Mergers or any of the other Transactions will, with or without notice or the lapse of time, result in or give anyother Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company IP; (ii) a breach of any Contract listed or requiredto be listed in Section 2.13(a) of the Disclosure Schedule; (iii) the release, disclosure or delivery of any Company IP by or to any escrowagent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any ofthe Company IP or any Intellectual Property or Intellectual Property Rights owned by, or licensed to, Parent or any of its Subsidiaries (otherthan the Company or any of its Subsidiaries); or (v) payment of any royalties or other license fees with respect to Intellectual Property Rightsof any other Person in excess of those payable by the Company or any of its Subsidiaries in the absence of this Agreement or the Transactions

(f) NoThird Party Infringement of CompanyIP . To the Knowledge of the Company as of the Agreement Date, noPerson has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating,any Company IP. Neither the Company nor any of its Subsidiaries have brought any actions or lawsuits alleging (i) infringement,misappropriation or other violation of any Company IP or (ii) breach of any license, sublicense or other agreement authorizing another partyto use any Company IP, and, to the Knowledge of the Company as of the Agreement Date, there do not exist any facts which could currentlyreasonably be expected to form the basis of any such action or lawsuit. Neither the Company nor any of its Subsidiaries have entered into anyagreement granting any Person the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, theCompany IP. Section 2.13(f) of the Disclosure Schedule accurately identifies (and the Company has Made Available a true, correct andcomplete copy of) each letter or other written or electronic communication or correspondence, as of the Agreement Date, that has been sent orotherwise delivered by or to the Company or any of its Subsidiaries or representatives regarding any actual, alleged or suspected infringementor misappropriation of any Company IP.

23

Exhibit 10.2

(g) UseofLicensedIP. All Intellectual Property and Intellectual Property Rights that are used, held for use or practiced bythe Company or any of its Subsidiaries but are not owned or purported to be owned by the Company or such Subsidiary, as applicable, arevalidly licensed to the Company or such Subsidiary, as applicable, pursuant to: (i) a Licensed IP Contract set forth on Section 2.13(a) of theDisclosure Schedule, (ii) a license for Open Source Software listed in Section 2.13(m)(i) of the Disclosure Schedule or (iii) a Non-NegotiatedVendor Contract that has been Made Available. The Company has valid written licenses in respect of all Licensed IP of sufficient scope topermit the Company and each of its Subsidiaries to conduct their businesses as currently conducted or currently contemplated to be conductedby the Company or such Subsidiary (except, with respect to the business as contemplated to be conducted only, for such items that theCompany or its Subsidiaries expects to obtain on reasonable terms from third parties) without infringing or violating the rights of any otherPerson. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any other Person, is in breach of any LicensedIP Contract.

(h) Sufficiency of IP . The Company IP and the Licensed IP together constitute all of the Intellectual Property andIntellectual Property Rights necessary and sufficient to operate the businesses of the Company and each of its Subsidiaries as currentlyconducted.

(i) No Infringement of Third Party IP Rights . Neither the Company nor any of its Subsidiaries is infringing,misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of anyother Person, and the conduct of the business of the Company and each of its Subsidiaries, when conducted by the Company and each of itsSubsidiaries in substantially the same manner after the date hereof and by Parent or its Subsidiaries after the Closing Date, will not infringe,misappropriate or otherwise violate any Intellectual Property Right of any other Person (including patents issuing on patent applications filedas of the Agreement Date), violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition ortrade practices under any Legal Requirement.

(j) NoHarmful Code . None of the Company Software contains any “back door,” “drop dead device,” “time bomb,”“Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the Software industry) or any other code designed or intendedto have, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providingunauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging ordestroying any data or file without the user’s consent (collectively, “ Harmful Code ”).

(k) Company IT Assets . All Software, systems, servers, computers, hardware, firmware, middleware, networks, datacommunications lines, routers, hubs, switches and other information technology equipment used in the operation of the Company’s and eachof its Subsidiaries’ businesses (collectively, the “ Company IT Assets ”) are adequate for, and operate and perform in all material respects inaccordance with their documentation and functional specifications and otherwise as required in connection with, the operation of suchbusinesses.

(l) Security Measures . The Company and each of its Subsidiaries have taken commercially reasonable steps andimplemented reasonable procedures to ensure that the information technology systems used by the Company and its Subsidiaries inconnection with the operation of the businesses of the Company and each of its Subsidiaries are free from any Harmful Code.

(m) UseofOpenSourceCode.

(i) Section 2.13(m)(i) of the Disclosure Schedule accurately identifies and describes (in the format requestedby Parent) each item of Company Software that is subject to any version of the GNU General Public License, the Affero General PublicLicense, the GNU Lesser General Public License, the Eclipse Public License, the Common Public License, the Mozilla Public License, or anyother license identified as an open source license by the Open Source Initiative (www.opensource.org) (collectively, “ Open SourceSoftware ”) that is or has been included, incorporated or embedded in, linked to, combined, distributed, or made available with, or used in thedelivery or provision of any Company Product and, with respect to those licenses that are “copyleft” or “viral” (the “ Copyleft Licenses ”)the manner in which such Open Source Software is or has been included, incorporated or embodied in, linked to, combined, distributed ormade available with, or used in the development of any Company Product (such

24

Exhibit 10.2

description shall include, without limitation, whether (and, if so, how) the Open Source Software subject to such Copyleft Licenses wasmodified and/or distributed by the Company or any of its Subsidiaries).

(ii) Except as disclosed in Section 2.13(m)(ii) of the Disclosure Schedule, neither the Company nor any of itsSubsidiaries has used, modified, or distributed any Open Source Software in a manner that: (i) could or does require (or could or doescondition the use or distribution of such Open Source Software on) the disclosure, licensing or distribution of any source code for anyCompany IP or any portion of any Company Product other than such Open Source Software; (ii) could or does require the licensing ordisclosure of any Company IP, or any portion of any Company Product other than such Open Source Software, for the purpose of makingderivative works; (iii) could or does otherwise impose any material limitation, restriction or condition on the right or ability of the Companyor any of its Subsidiaries to use or distribute any Company IP, including restrictions on the consideration to be charged for the distribution ofany portion of any Company Product; (iv) creates material obligations for the Company or any of its Subsidiaries with respect to Company IPor grants to any Person any rights or immunities under Company IP; or (v) imposes any other material limitation, restriction or condition onthe right of the Company or any of its Subsidiaries to use or distribute any portion of any Company Product.

(iii) Except as disclosed in Section 2.13(m)(iii) of the Disclosure Schedule, the Company and each of itsSubsidiaries have complied with all of the terms and conditions of each applicable license for Open Source Software, including allrequirements pertaining to attribution and copyright notices.

(n) NoLicenseofSourceCode. No source code for any Company IP has been delivered, licensed or made available toany escrow agent or other Person who is not, as of the date of this Agreement, an Employee, including under any license for Open SourceSoftware, except for javascript modules that are delivered to end users in source code form in the ordinary course of business (as described onSection 2.13(n) of the Disclosure Schedule). Neither the Company nor any of its Subsidiaries have any duty or obligation (whether present,contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or any otherPerson who is not, as of the date of this Agreement, an Employee of the Company or any of its Subsidiaries. No event has occurred, and nocircumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery,license or disclosure of any source code for any Company Software to any other Person who is not, as of the date of this Agreement, anEmployee of the Company or any of its Subsidiaries (except for the javascript modules described on Section 2.13(n) of the DisclosureSchedule).

(o) Marketing Communications . Recipients of any communications initiated by or for the Company or any of itsSubsidiaries have, to the extent required by applicable Legal Requirements, consented to receive such communications, and the Company andeach of its Subsidiaries and all Persons performing for the Company and each of its Subsidiaries have at all times complied with the federalControlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, state anti-spam laws, and all other Legal Requirementsrelating to marketing, promotion, email harvesting, and the transmission of unsolicited communications.

(p) PrivateData. Section 2.13(p) of the Disclosure Schedule describes the categories of Private Data collected, used, ordisclosed by or for the Company or any of its Subsidiaries and identifies each Company Database in which Personal Data or otherconfidential or proprietary data or information presently is maintained by or for the Company or any of its Subsidiaries, the types of PrivateData in each such Company Database, the means by which the Private Data in such Company Database was collected, the means by which itis used or disclosed, and the security policies that have been adopted and maintained with respect to each such Company Database. No breachor violation of any such security policy has occurred or, to the Knowledge of the Company, is threatened, and there has been no loss, damageor unauthorized or illegal use, disclosure, modification, possession, interception, or other processing of or access to, or other misuse of, any ofthe Private Data or other data or information in any of the Company Databases. The Company has Made Available all reports prepared by orfor the Company or any of its Subsidiaries relating to all data security-related audits of the Company or any of its Subsidiaries performed (inwhole or in part) in the twenty-four (24) months prior to the Agreement Date.

(q) PrivacyPoliciesandPrivacyLegalRequirements. Copies of all Company Privacy Policies that the Company or anyof its Subsidiaries has made publicly available have been Made Available. The Company

25

Exhibit 10.2

and each of its Subsidiaries at all times has posted the applicable Company Privacy Policy(ies) on each of its websites, applications, and otheronline services (“ Company Sites ”), in a manner readily available to visitors and current and potential users and in compliance with allPrivacy Legal Requirements. No statement on any Company Product or any Company Site, or in any Company Privacy Policy, has been inviolation of any Privacy Legal Requirement. The Company and its Subsidiaries have complied at all times with all: Company PrivacyPolicies, all Privacy Legal Requirements, and all filings, registrations and certifications made with respect to such Privacy LegalRequirements. The execution, delivery and performance of this Agreement and any Related Agreements and the consummation of theTransactions will comply with all Company Privacy Policies and Privacy Legal Requirements. The Company and its subsidiaries have fullrights, without necessity of separate consent, to transfer to Parent all Private Data collected or otherwise maintained by or for the Companyand its Subsidiaries. The Company has complied at all times with any obligations relating to Private Data of any third party under the terms ofany Contracts to which the Company or its Subsidiaries is or has been a party. As of the Agreement Date, there is not and has not been anycomplaint to, or any audit, proceeding, inquiry, investigation or Action of or against or involving the Company, any of its Subsidiaries by anyprivate party, the Federal Trade Commission, any state attorney general or any other Governmental Entity, with respect to the collection,storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data byor for the Company or any of its Subsidiaries. To the Knowledge of the Company, as of the Agreement Date there are no facts orcircumstances that would reasonably be expected to constitute a reasonable basis for such an Action. There has been no Order or governmentor third-party settlement affecting in any material respect the collection, storage, hosting, use, disclosure, transmission, transfer, disposal,possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.

(r) PrivateDataProcessingAgreements. The Company has Made Available a true, correct and complete copy of eachstandard form of Company Private Data Processing Contract used by the Company and each of its Subsidiaries at any time, including eachstandard form of each of the following, as applicable: (i) data storage or hosting agreements; (ii) agreements involving the purchase, license,use or transfer of Private Data; and (iii) professional services, outsourced services, data processing, or consulting agreements. Section 2.13(r)of the Disclosure Schedule accurately identifies each Company Private Data Processing Contract that deviates in any material respect fromthe corresponding standard form agreement Made Available pursuant to this Section 2.13(r) .

2.14 MaterialContracts

.

(a) Section 2.14(a) of the Disclosure Schedule identifies, in each subpart that corresponds to the subsection listed below,any Contract, including all amendments and modifications thereto, in effect as of the date hereof, (x) to which the Company or any of itsSubsidiaries is a party or (y) by which the Company or any of its Subsidiaries or any of their respective assets is or may become bound (theContracts described below, whether or not set forth in Section 2.14(a) of the Disclosure Schedule, being referred to herein as the “ MaterialContracts ”):

(i) that is with (A) a Top Customer or (B) a Top Supplier;

(ii) pursuant to which the Company or any of its Subsidiaries has been appointed a partner, reseller ordistributor or OEM;

(iii) pursuant to which the Company or any of its Subsidiaries has appointed another party as a partner, reseller,or distributor or OEM;

(iv) pursuant to which the Company or any of its Subsidiaries is bound to or has committed to provide anyCompany Product to any third party on a most favored pricing basis or similar terms;

(v) pursuant to which the Company or any of its Subsidiaries is bound to, or has committed to provide orlicense, any Company Product to any third party on an exclusive basis or to acquire or license any product or service on an exclusive basisfrom a third party;

26

Exhibit 10.2

(vi) pursuant to which the Company has an obligation to assign Intellectual Property Rights;

(vii) imposing any restriction on the right or ability of the Company or any of its Subsidiaries (or that wouldpurport to limit the freedom of Parent or any of its Affiliates by their express terms (other than customary provisions to the effect that anagreement is binding on successors and assigns)): (A) to engage in any business practices, (B) to compete with any other Person or to engagein any line of business, market or geographic area, or to sell, license, manufacture or otherwise distribute any of its technology or products, orfrom providing services, to customers or potential customers or any class of customers, in any geographic area, during any period of time, orin any segment of the market; (C) to solicit the employment of, or hire, any potential employees, consultants or independent contractors;(D) to acquire any product, property or other asset (tangible or intangible), or any services, from any other Person, to sell any product or otherasset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (E) todevelop or distribute any technology;

(viii) set forth or required to be set forth in Sections 2.13(a) or 2.13(r) of the Disclosure Schedule;

(ix) that is a collectively bargained agreement or similar Contract, including any Contract with any union,works council, personnel delegates or similar labor entity, or specifically authorized employees;

(x) that is with an Employee, trainee, freelancer or temporary worker, except for (A) any Employee offer lettersthat are terminable at-will and do not provide for any severance, separation, or change of control payments or benefits, (B) any Contractentered into with an Employee relating to the grant of a Company Option that is described on Schedule 2.5(d) of the Disclosure Schedule orhas otherwise been Made Available and (C) any Employee Contract that is a Standard Form IP Contract;

(xi) that grants any severance or termination pay or benefits or post-termination payments (in cash orotherwise) to any Employee, contractor, firm or other organization;

(xii) that is with insurance companies covering healthcare, disability, and pension schemes in force in theCompany or any of its Subsidiaries, together with any existing documents supporting these schemes within the Company or any of itsSubsidiaries, including internal information notices;

(xiii) that is a Lease Agreement;

(xiv) relating to capital expenditures and involving future payments in excess of $25,000 individually or$50,000 in the aggregate;

(xv) relating to the settlement of any Action;

(xvi) relating to (A) the disposition or acquisition of material assets or any material interest in any Person orbusiness enterprise or (B) the acquisition, issuance or transfer of any securities;

(xvii) relating to any mortgages, indentures, guarantees, loans or credit agreements, security agreements orother Contracts or instruments relating to Indebtedness or extension of credit or the creation of any Lien (other than a Permitted Lien or anon-exclusive license entered into in the ordinary course of business consistent with past practice) with respect to any asset of the Companyor any of its Subsidiaries;

(xviii) involving or incorporating any guaranty, pledge, performance or completion bond, indemnity or suretyarrangement (other than Contracts containing indemnity provisions on customary terms and entered into in the ordinary course of businessconsistent with past practice);

(xix) creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs orliabilities;

27

Exhibit 10.2

(xx) relating to the purchase or sale of any product or other asset by or to, or the performance of any servicesby or for, any Interested Party (other than ordinary course employment offer letters containing no severance, change of control or noticeprovisions (other than as required by applicable Legal Requirements), subscription agreements for Company Common Stock owned by suchInterested Party and option grant and exercise agreements);

(xxi) constituting any (A) prime contract, subcontract, letter contract, purchase order or delivery order executedor submitted to or on behalf of any Governmental Entity or any prime contractor or higher-tier subcontractor, or under which anyGovernmental Entity or any such prime contractor or subcontractor otherwise has or may acquire any right or interest, or (B) quotation, bid orproposal submitted to any Governmental Entity or any proposed prime contractor or higher-tier subcontractor of any Governmental Entity;

(xxii) that has a term of more than sixty (60) days and that may not be terminated by the Company or any of itsSubsidiaries (without penalty or any post-termination support, maintenance, engineering or similar obligations) within sixty (60) days afterthe delivery of a termination notice by the Company or any of its Subsidiaries; and

(xxiii) that contemplates or involves: (A) the payment or delivery of cash or other consideration in an amountor having a value in excess of $25,000 in the aggregate; or (B) the performance of services having a value in excess of $50,000 in theaggregate.

(b) The Company has Made Available true, correct and complete copies of all written Material Contracts, including allamendments thereto. Section 2.14(b) of the Disclosure Schedule provides an accurate description of the material terms of any MaterialContract that is not in written form. Each Material Contract is valid and in full force and effect and is enforceable against the Company or anyof its Subsidiaries (as applicable) and by the Company or any of its Subsidiaries (as applicable) in accordance with its terms, subject to theEnforceability Limitations. Neither the Company nor any of its Subsidiaries have violated or breached, or committed any default under, anyMaterial Contract, and, to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, anysuch Material Contract. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, orwould reasonably be expected to: (i) result in a violation or breach by the Company or any Subsidiary, or, to the Company’s Knowledge, bythe applicable counter-party to any Material Contract, of any of the provisions of any Material Contract; (ii) give any Person the right todeclare a default or exercise any remedy under any Material Contract; (iii) give any Person the right to accelerate the maturity or performanceof any Material Contract; or (iv) give any Person the right to cancel, terminate or modify any Material Contract. As of the Agreement Date,neither the Company nor any of its Subsidiaries have received any written notice or, to the Company’s Knowledge, other communicationregarding any actual or possible violation or breach of, or default under, any Material Contract. Neither the Company nor any of itsSubsidiaries have waived any of its material rights under any Material Contract. No Material Contract is scheduled to expire within the six-month period immediately following the date of this Agreement. No Person has a right pursuant to the terms of any Material Contract torenegotiate, any amounts paid or payable to the Company or any of its Subsidiaries under any Material Contract or any other material term orprovision of any Material Contract.

(c) Section 2.14(c) of the Disclosure Schedule identifies and provides a brief description as of the Agreement Date of eachproposed Contract under negotiation as of the Agreement Date that would constitute a Material Contract hereunder if in effect on the datehereof and as to which any written bid, offer, award, proposal, term sheet or similar document has been submitted or received by theCompany and each of its Subsidiaries.

2.15 EmployeeBenefitPlans

.

(a) Schedule. Section 2.15(a)(1) of the Disclosure Schedule contains an accurate and complete list of each CompanyEmployee Plan and each Employee Agreement, including any specific Employee Agreement providing severance or post-terminationpayments and/or benefits and any specific Employee Agreement providing

28

Exhibit 10.2

any specific obligations in case of change of control of the Company. Neither the Company nor any Subsidiary has made any plan orcommitment to establish any new Company Employee Plan or Employee Agreement, to modify any Company Employee Plan or EmployeeAgreement (except to the extent required by applicable Legal Requirements or to conform any such Company Employee Plan or EmployeeAgreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing, or as requiredby this Agreement). Section 2.15(a)(2) of the Disclosure Schedule sets forth a table setting forth the name, hiring date, title, annual salary orbase wages, commissions (both commission target and earned commissions for the current year), annual bonus (target and maximum),overtime classification, whether full time, part time, or temporary, and accrued but unpaid vacation balances of each current employee of theCompany and each of its Subsidiaries as of the date hereof, and including with respect to any Employees on a leave of absence, the date theleave commenced, the reason for the leave and the expected date of return to work of such Employee. To the Knowledge of the Company, noKey Employee intends to terminate his or her employment for any reason. Section 2.15(a)(3) of the Disclosure Schedule contains an accurateand complete list of all individual consultants or independent contractors providing services to the Company or any of its Subsidiaries.

(b) Documents. The Company has Made Available (i) correct and complete copies of all documents embodying eachCompany Employee Plan and each Employee Agreement including all amendments thereto and all related trust documents, (ii) the mostrecent annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Codein connection with each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodicaccounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of materialmodifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements andcontracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts,(vi) all material communications to any Employee or Employees relating to any Company Employee Plan and any proposed CompanyEmployee Plan, in each case relating to any amendments, terminations, establishments, increases or decreases in compensation benefits,acceleration of payments or vesting schedules or other events which would result in any liability to the Company or any of its Subsidiaries,(vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (vii) all policies pertaining tofiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all discrimination tests for each CompanyEmployee Plan for the three most recent plan years, and (x) the most recent IRS determination, opinion, notification or advisory letters issuedwith respect to each Company Employee Plan.

(c) EmployeePlanCompliance. The Company and its Subsidiaries have in all material respects performed all obligationsrequired to be performed by them under, and are, in all material respects, in compliance with, the requirements prescribed by any and allapplicable statutory or regulatory Legal Requirements, and are not, in default of, or violation in any material respect of, and the Company hasno Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has beenestablished and maintained in accordance with its terms and is, in all material respects, in compliance with all applicable Legal Requirements,statutes, orders, rules and regulations, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code andnothing has occurred since the date of such letter that has or is reasonably likely to affect such qualification. No “prohibited transaction,”within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA,has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or to the Company’s Knowledgethreatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of anyCompany Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Times inaccordance with its terms, without liability to Parent, the Company or any Subsidiary (other than ordinary administration expenses or withrespect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested oraccrued under Company Employee Plans prior to the First Effective Time). There are no audits, inquiries or proceedings pending or to theCompany’s Knowledge, threatened, by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan.Neither the Company nor any Subsidiary is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i)of ERISA or Sections 4975 through 4980 of the Code. The

29

Exhibit 10.2

Company and its Subsidiaries have timely made all contributions and other payments required by and due under the terms of each CompanyEmployee Plan and/or pursuant to applicable Legal Requirements.

(d) No Pension Plan . Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored,participated in, or contributed to, any Pension Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 ofthe Code.

(e) NoSelf-InsuredPlan. Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored,participated in or contributed to any self-insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or contract applies).

(f) MultiemployerandMultiple-EmployerPlan,FundedWelfarePlansandMEWAs. At no time has the Company orany ERISA Affiliate contributed to or been obligated to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neitherthe Company nor any ERISA Affiliate has at any time ever maintained, established, sponsored, participated in or contributed to any multipleemployer plan or to any plan described in Section 413 of the Code, a “funded welfare plan” within the meaning of Section 419 of the Code, ora Multiple Employer Welfare Arrangement, as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA).

(g) NoPost-EmploymentObligations . No Company Employee Plan, Employee Agreement or International EmployeePlan provides, or reflects or represents any liability to provide, post-termination or retiree or post-employment life insurance, health or otheremployee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable Legal Requirements, andneither the Company nor any of its Subsidiaries have ever represented, promised or contracted (whether in oral or written form) to anyEmployee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided withpost-termination, retiree or post-employment life insurance, health or other employee welfare benefits, except to the extent required by statuteor other applicable Legal Requirements.

(h) EffectofMergers. Neither the execution and delivery of this Agreement nor the consummation of the Mergers or theother Transactions (alone or in connection with additional or subsequent events) or any termination of employment or service in connectiontherewith will (i) result in any payment or benefit (including severance, golden parachute, bonus or otherwise) becoming due to anyEmployee, (ii) result in any forgiveness of Indebtedness, (iii) increase any payments or benefits otherwise payable or to be provided by theCompany or any of its Subsidiaries, (iv) result in the acceleration of the time of payment or vesting of any such payments or benefits exceptas required under Section 411(d)(3) of the Code or (v) increase the costs to the Company or any Subsidiary or impose a loss to any Employeeunder any Company Employee Plan (including but not limited to as a result of the termination of any Company Employee Plan following theClosing).

(i) No 401(k) Plan . Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored,participated in, or contributed to any Code Section 401(k) arrangement.

2.16 EmploymentMatters

.

(a) CompliancewithEmploymentLaws. The Company and each of its Subsidiaries are in material compliance with allapplicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions ofemployment, worker classification, employee classification, Tax withholding, social security contributions withholding, prohibiteddiscrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigrationstatus, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect toEmployees: (i) has withheld and reported all amounts required by applicable Legal Requirements or by agreement to be withheld and reportedwith respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes orsocial security contributions or any penalty for failure

30

Exhibit 10.2

to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or onbehalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligationsfor Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are noactions, suits, claims or administrative matters pending, threatened or, to the Company’s Knowledge, reasonably anticipated against theCompany or any of its Subsidiaries or Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are nopending, threatened or, to the Company’s Knowledge, reasonably anticipated claims or actions against the Company or any of its Subsidiariesor any trustee under any worker’s compensation policy or long-term disability policy of the Company or any of its Subsidiaries. Neither theCompany nor any of its Subsidiaries are party to a conciliation agreement, consent decree or other agreement or order with any federal, state,or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s and itsERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in noliability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses,commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plansprior to the First Effective Time). Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company and each of its Subsidiaries toany Employee, that would result from the termination by the Company or any of its Subsidiaries or Parent of such Employee’s employmentor provision of services, other than those disclosed in Section 2.15(h) . Neither the Company nor any ERISA Affiliate has direct or indirectliability with respect to any misclassification of any person as an independent contractor, intern and/or temporary worker rather than as anemployee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified asexempt from overtime wages.

(b) Labor. No strike, labor dispute, slowdown, concerted refusal to work overtime, or work stoppage or labor strikeagainst the Company or any of its Subsidiaries is pending, or to the Knowledge of the Company, threatened, or reasonably anticipated. TheCompany has no Knowledge of any activities or proceedings of any labor union to organize any Employees. There are no Actions, labordisputes or grievances pending, threatened or, to the Company’s Knowledge, reasonably anticipated relating to any labor matters involvingany Employee, including charges of unfair labor practices. Neither the Company nor any of its Subsidiaries have engaged in any unfair laborpractices within the meaning of the National Labor Relations Act or similar Legal Requirement. Neither the Company nor any of itsSubsidiaries is presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement, works council, union orsimilar contract with respect to Employees and no such agreement is being negotiated by the Company or any of its Subsidiaries. Neither theCompany nor any Subsidiary has taken any action that would constitute a “plant closing” or “mass layoff” within the meaning of the WARNAct or similar state or local law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or locallaw, or incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied. No terminations prior to theClosing would trigger any notice or other obligations under the WARN Act or similar state or local law.

(c) No Interference or Conflict . To the Knowledge of the Company, no shareholder, director, officer, Employee orconsultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, subject to any judgment, decree, or orderof any court or administrative agency that would interfere with such person’s efforts to carry out his/her functions to promote the interests ofthe Company and each of its Subsidiaries or that would interfere with the Company’s and each of its Subsidiaries’ business. Neither theexecution nor delivery of this Agreement, nor the carrying on of the Company’s and each of its Subsidiaries’ business as presently conductednor any activity of such officers, directors, Employees or consultants in connection with the carrying on of the Company’s and each of itsSubsidiaries’ business as presently conducted will, to the Knowledge of the Company, conflict with or result in a breach of the terms,conditions, or provisions of, or constitute a default under, any Contract under which any of such officers, directors, Employees, or consultantsis now bound.

2.17 GovernmentalAuthorizations

. Each notification, consent, license, permit, grant or other authorization issued or granted by a Governmental Entity (a) pursuant towhich the Company and each of its Subsidiaries currently operates or (b) which is required for the operation of the Company’s and each of itsSubsidiaries’ business as currently conducted (collectively, “ Company Authorizations ”) has been issued or granted by a GovernmentalEntity to the Company or each of its Subsidiaries,

31

Exhibit 10.2

as the case may be. The Company Authorizations are in full force and effect and constitute all Company Authorizations required byapplicable Legal Requirements to permit the Company and each of its Subsidiaries to operate or conduct its businesses or hold any interest inits properties or assets and none of the Company Authorizations is subject to any term, provision, condition or limitation which mayadversely change or terminate such Company Authorizations by virtue of the completion of the Mergers. The Company and each of itsSubsidiaries have been and are in compliance in all material respects with the terms and conditions of the Company Authorizations.

2.18 Litigation

. There is no Action of any nature pending or, to the Knowledge of the Company, threatened, against the Company, any of itsSubsidiaries, its properties, assets (tangible or intangible), or any of its officers or directors (in their capacities as such), nor is there anyreasonable basis therefor. No Governmental Entity has at any time challenged or questioned the legal right of the Company or any of itsSubsidiaries to conduct their operations as presently or previously conducted or as currently contemplated to be conducted. There is noAction of any nature pending or, to the Knowledge of the Company, threatened against any Person who has a contractual right or a rightpursuant to the California Code to indemnification from the Company or any of its Subsidiaries related to facts and circumstances existingprior to the Closing, nor is there any reasonable basis therefor.

2.19 Insurance

. Section 2.19 of the Disclosure Schedule lists all insurance policies (by policy number, insurer, annual premium, expiration date andamount and scope of coverage) held by the Company and its Subsidiaries, copies of which have been Made Available to Parent. There is noclaim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of suchpolicies or bonds. All premiums due and payable under all such policies and bonds have been timely paid and the Company and the CompanySubsidiaries are otherwise in compliance with the terms of such policies and bonds. All such policies and bonds remain in full force andeffect, and the Company has no knowledge of any threatened termination of, or material premium increase with respect to, any of suchpolicies. The Company and its Subsidiaries have never maintained, established, sponsored, participated in or contributed to any self-insuranceplan.

2.20 CompliancewithLegalRequirements

.

(a) General . Except as is not material, the Company and each of its Subsidiaries have complied with all LegalRequirements and are not in violation of any Legal Requirement. As of the Agreement Date, neither the Company nor any of its Subsidiarieshave received any notices of suspected, potential or actual material violation with respect to, any Legal Requirement.

(b) ExportControlLaws. The Company and each of its Subsidiaries have at all times conducted its export and re-exporttransactions in accordance with (x) all applicable U.S. export and re-export control Legal Requirements, including the Export AdministrationRegulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Officeof Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (y) all otherapplicable import/export controls in other countries in which the Company and each of its Subsidiaries conduct business. Without limiting theforegoing, (i) the Company and each of its Subsidiaries have obtained all export and import licenses, license exceptions and other consents,notices, waivers, approvals, Orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) theexport, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreignnationals located in the United States and abroad (“ Export Approvals ”); (ii) the Company and each of its Subsidiaries are in compliancewith the terms of all applicable Export Approvals; (iii) as of the Agreement Date, there are no pending or, to the Company’s Knowledge,threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals or export or re-export transactions;(iv) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such ExportApprovals can be obtained expeditiously without material cost; and (v) Section

32

Exhibit 10.2

2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicableto the Company’s and each of its Subsidiaries’ products, services, software and technologies.

(c) Anticorruption Laws . The Company and each of its Subsidiaries (including any of its officers, directors, agents,Employees or, to the Knowledge of the Company, other Person associated with or acting on their behalf) has not, directly or indirectly, (i)taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulationsthereunder, or any similar anti-corruption or anti-bribery Legal Requirements (including the United Kingdom Bribery Act of 2010) applicableto the Company or any Company Subsidiary in any jurisdictions other than the United States (in each case, as in effect at the time of suchaction) (collectively, the “ Anti-Corruption Requirements ”), (ii) used any corporate funds for unlawful contributions, gifts, entertainmentor other unlawful expenses relating to political activity, (iii) made, offered or authorized any unlawful payment to foreign or domesticgovernment officials or employees, whether directly or indirectly, or (iv) made, offered or authorized any bribe or unlawful rebate, payoff,influence payment, kickback or other similar unlawful payment, whether directly or indirectly. The Company has established internal controlsand procedures designed to ensure compliance with the Anti-Corruption Requirements and has Made Available all such documentation.

(d) EnvironmentalLaws. Neither the Company nor any of its Subsidiaries have released any amount of any HazardousMaterial. No Hazardous Materials are present in, on or under any property, including the land and the improvements, ground water andsurface water thereof, that the Company and its Subsidiaries have at any time owned, operated, occupied or leased. Neither the Company norany of its Subsidiaries have transported, stored, used, manufactured, disposed of, released or exposed their employees or others to HazardousMaterials in violation of any Legal Requirement or in a manner that would reasonably be expected to result in liability to the Company or anyof its Subsidiaries, nor have the Company or any of its Subsidiaries disposed of, transported, sold, or manufactured any product containing aHazardous Material (any or all of the foregoing being collectively referred to herein as “ Hazardous Materials Activities ”) in violation ofany rule, regulation, treaty or statute promulgated by any Governmental Entity to prohibit, regulate or control Hazardous Materials or anyHazardous Materials Activity.

2.21 InterestedPartyTransactions

. No officer, director or, to the Knowledge of the Company, any other shareholder or employee of the Company (nor, to theCompany’s Knowledge, any immediate family member of any of such Persons, or any trust, partnership or corporation in which any of suchPersons has or has had an interest or is otherwise Affiliated with) (each, an “ Interested Party ”), has or has had, directly or indirectly, (i) anyinterest in any Person which furnished or sold, or furnishes or sells, services, products, technology or Intellectual Property Rights that theCompany or any of its Subsidiaries furnish or sell, or propose to furnish or sell, or (ii) any interest in any Person that purchases from or sellsor furnishes to the Company or any of its Subsidiaries, any goods or services, or (iii) any interest in, or is a party to, any Contract to which theCompany or any of its Subsidiaries is a party, other than, in each of cases (i)-(iii), employment arrangements between the Company and suchInterested Party that have been Made Available to Parent; provided , however , that ownership of no more than one percent (1%) of theoutstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any Person” for purposes of this Section2.21 . Notwithstanding the foregoing, no disclosure will be required under this Section 2.21 with respect to any interest or arrangement of thetype described in the preceding sentence held by or involved any portfolio companies of any venture capital, private equity or angel investorin the Company who are not Continuing Employees to the extent such interests or arrangements were entered into or are otherwise subject toarms-length, commercially reasonable terms negotiated in the ordinary course of business consistent with past practice. There are noContracts with regard to contribution or indemnification between or among any of the Shareholders to which the Company or any Subsidiaryis a party. All transactions pursuant to which any Interested Party has purchased any services, products, technology or Intellectual PropertyRights from, or sold or furnished any services, products, technology or Intellectual Property Rights to, the Company or any of its Subsidiarieshave been on an arms-length basis on terms no less favorable to the Company or such Subsidiary than would be available from an unaffiliatedparty.

2.22 BooksandRecords

33

Exhibit 10.2

. The minute books of the Company and each of its Subsidiaries have been Made Available, are complete and up-to-date, and havebeen maintained in accordance with sound and prudent business practice. The minutes of the Company and each of its Subsidiaries containtrue, correct and complete records of all actions taken, and summaries of all meetings held, by the respective shareholders and the Board ofDirectors of the Company (and any committees thereof) since the time of incorporation of the Company, as the case may be. The Companyand each of its Subsidiaries have made and kept business records, financial books and records, personnel records, ledgers, sales accountingrecords, Tax records and related work papers and other books and records (collectively, the “ Books and Records ”) that are true, correct andcomplete in all material respects and accurately and fairly reflect, in all material respects, the business activities of the Company and each ofits Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any material transaction, maintained any bank account orused any corporate funds except as reflected in its normally maintained Books and Records. At the Closing, the minute books and otherBooks and Records will be in the possession of the Company.

2.23 ThirdPartyExpenses

. Other than as set forth on Section 2.23 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries have incurred,nor will they incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investmentbanking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby, norwill Parent or the Surviving LLC incur, directly or indirectly, any such liability based on arrangements made by or on behalf of the Companyor any of its Subsidiaries. Section 2.23 of the Disclosure Schedule sets forth the Company’s current reasonable estimate as of the AgreementDate of all Third Party Expenses expected to be incurred by the Company and each of its Subsidiaries in connection with the negotiation andeffectuation of the terms and conditions of this Agreement and the Transactions.

2.24 TopCustomersandTopSuppliers

.

(a) Section 2.24(a) of the Disclosure Schedule contains a true and correct list of the top ten (10) currently activedistributors, licensees or other customers of Company Products by revenues generated in connection with such customers for the twelve (12)month period ending on the Balance Sheet Date (each such customer, a “ Top Customer ”). As of the Agreement Date, neither the Companynor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge(without inquiry or investigation), that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationshipwith the Company or any of its Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions or otherwise, or(ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services fromthe Company or any of its Subsidiaries consistent with past custom and practice.

(b) Section 2.24(b) of the Disclosure Schedule contains a true and correct list of the top ten (10) currently active suppliersof the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales andpurchases, respectively, for the twelve (12) month period ending on the Balance Sheet Date (each such supplier, a “ Top Supplier ”). As ofthe Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice,nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier (i) intends to cancel, or otherwise materiallyand adversely modify its relationship with the Company and its Subsidiaries (whether related to payment, price or otherwise) on account ofthe Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable tosupply goods or services to the Company or any of its Subsidiaries consistent with past custom and practice.

2.25 RepresentationsComplete

. None of the representations or warranties made by the Company (as modified by the Disclosure Schedule) in this Agreement, andnone of the statements made in any certificate furnished by the Company pursuant to Section

34

Exhibit 10.2

6.2 of this Agreement contains, or will contain at the Effective Times, any untrue statement of a material fact, or omits or will omit at theEffective Times to state any material fact necessary in order to make the statements contained herein or therein, in the light of thecircumstances under which they were made, not misleading.

Article III

REPRESENTATIONS AND WARRANTIES

OF PARENT AND THE MERGER SUBS

Each of Parent and the Merger Subs hereby represents and warrants to the Company as follows:

3.1 OrganizationandStanding

. Each of Parent and Merger Sub I is a corporation duly organized, validly existing and in good standing under the laws of the State ofCalifornia. Merger Sub II is a limited liability company duly organized, validly existing and in good standing under the laws of the State ofCalifornia. Parent owns beneficially and of record all outstanding capital stock or membership interests of the Merger Subs, and no otherPerson holds any capital stock or membership interests of either Merger Sub nor has any rights to acquire any interest in either Merger Sub.

3.2 AuthorityandEnforceability

. Parent and each Merger Sub has all requisite corporate or limited liability company, as applicable, power and authority to enter intothis Agreement and any Related Agreements to which it is a party and to consummate the Mergers and the other Transactions. The executionand delivery by Parent and each Merger Sub of this Agreement and any Related Agreements to which it is a party and the consummation ofthe Mergers and the other Transactions have been duly authorized by all necessary corporate and other action on the part of Parent and eachMerger Sub. This Agreement and any Related Agreements to which Parent and/or the Merger Subs are a party have been duly executed anddelivered by Parent and each Merger Sub and constitute the valid and binding obligations of Parent and the Merger Subs, enforceable againsteach of Parent and the Merger Subs in accordance with their terms, subject to the Enforceability Limitations.

3.3 GovernmentalApprovalsandConsents

. No consent, waiver, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Entity isrequired by or with respect to Parent or either Merger Sub in connection with the execution and delivery of this Agreement and any RelatedAgreements to which Parent or either Merger Sub is a party or the consummation of the Mergers and the other Transactions, except for(a) such consents, waivers, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicablesecurities laws and state “blue sky” laws, (b) such consents, notices, waivers, approvals, orders, authorizations, registrations, declarations andfilings as may be required under the HSR Act, (c) the filing of the Agreements of Merger with the Secretary of State of the State ofCalifornia, and (d) such other consents, waivers, approvals, Orders, authorizations, registrations, declarations and filings which, if notobtained or made, would not reasonably be expected to have a Parent Material Adverse Effect.

3.4 SECReportsandFinancialStatements

.

(a) A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxystatement filed by Parent with the SEC since April 14, 2009 and prior to the date hereof (the “ Parent SEC Documents ”) is available on theWeb site maintained by the SEC at http://www.sec.gov, other than portions in respect of which confidential treatment was granted by theSEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the SecuritiesAct and the Exchange

35

Exhibit 10.2

Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents.

(b) The financial statements of Parent included in the Parent SEC Documents complied as to form in all material respectswith the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally acceptedaccounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, except inthe case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the ExchangeAct) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of therespective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case ofunaudited statements, normal and recurring year-end audit adjustments).

3.5 TotalStockConsideration

. The Parent Common Stock to be issued by Parent as the Per Share Parent Stock Consideration has been duly authorized, and uponconsummation of the First Merger and the issuance of such shares of Parent Common Stock pursuant to and in accordance with the termshereof, will be validly issued, fully paid and non-assessable, and will be free of restrictions on transfer, other than the restrictions set forth inthis Agreement, the Lock-Up Agreements and the Joinder Agreements and under applicable state and federal Legal Requirements.

3.6 CashResources

. At the First Effective Time, Parent will have sufficient cash resources to pay the Per Share Cash Consideration pursuant to thisAgreement.

3.7 ReorganizationMatters

.

(a) As of the date hereof, neither Parent nor any of its Subsidiaries or their Affiliates has taken or agreed to take any action,nor does Parent or any of its Subsidiaries have knowledge of any fact or circumstance that could reasonably be expected to prevent theMergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code. To Parent’s knowledge, there are noagreements, plans or other circumstances that would reasonably be expected to prevent the Mergers from qualifying as a reorganizationwithin the meaning of Section 368(a) of the Code.

(b) Merger Sub I and Merger Sub II are entities newly formed for the purpose of participating in the Mergers and arewholly owned by Parent, which is in “control” of Merger Sub I and Merger Sub II within the meaning of Section 368(c) of the Code.Immediately following the First Merger, Parent will be in control of the Surviving Corporation within the meaning of Section 368(c) of theCode.

(c) Since the date of its formation, Merger Sub II has been properly treated as an entity that is disregarded as separate fromParent for U.S. federal income Tax purposes and Merger Sub II will be so treated up to and including the effective time of the SecondMerger.

Article IV

CONDUCT OF COMPANY BUSINESS

DURING PENDENCY OF TRANSACTION

4.1 AffirmativeObligations

. During the period from the date of this Agreement and continuing until the earlier of the valid termination of this Agreementpursuant to Section 9.1 or the First Effective Time (such period, the “ Pre-Closing Period ”), except

36

Exhibit 10.2

to the extent that Parent shall otherwise consent in writing, the Company shall conduct the business of Company and its Subsidiaries in theusual, regular and ordinary course and in substantially the same manner as heretofore conducted (including maintaining working capital andcash management practices, collecting receivables, paying payables (including the writing and mailing of checks with respect thereto) andbooking sales), pay all Taxes of the Company and its Subsidiaries when due, other than Taxes that are being contested in good faith pursuantto appropriate proceedings (subject to Parent’s review rights over certain Tax Returns, as set forth in Section 4.2(p) ), pay or perform all otherobligations of the Company and its Subsidiaries when due, and, to the extent consistent with such business, use commercially reasonableefforts to preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of, and not givenotice of revocation or termination to any of, the present officers and Employees of the Company and its Subsidiaries (other than terminationsof non-officer Employees for cause), preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries andpreserve the relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others havingbusiness dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and itsSubsidiaries at the Effective Times.

4.2 Forbearance

. In furtherance and not in limitation of Section 4.1 , during the Pre-Closing Period, except as expressly contemplated by thisAgreement, as expressly set forth in Section 4.2 of the Disclosure Schedule or otherwise consented to in advance by Parent, the Companyshall not (and shall ensure that each of its Subsidiaries shall not):

(a) cause or permit any modifications, amendments or changes to the Charter Documents or the organizational documentsof any of its Subsidiaries;

(b) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) inrespect of any Company Capital Stock or the capital stock of any of its Subsidiaries, or split, combine or reclassify any Company CapitalStock or the capital stock of any of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or insubstitution for shares of Company Capital Stock or the capital stock of any of its Subsidiaries, or directly or indirectly repurchase, redeem orotherwise acquire any shares of Company Capital Stock or the capital stock of any of its Subsidiaries (or options, warrants or other rightsconvertible into, exercisable or exchangeable for Company Common Stock or the capital stock of any of its Subsidiaries), except inaccordance with the agreements evidencing Company Options outstanding and as in effect on the date hereof;

(c) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose thepurchase of, any Company Capital Stock or the capital stock of any of its Subsidiaries or equity-based awards (whether payable in cash, stockor otherwise) or any securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, orother agreements or commitments of any character obligating any of them to issue or purchase any such shares or other convertible securities,or amend, accelerate the vesting of, adjust or modify any Company Securities, except for the issuance of Company Capital Stock pursuant tothe exercise of Company Options outstanding as of the date of this Agreement in accordance with their terms as in effect on the date hereof;

(d) form, or enter into any commitment to form, a subsidiary, or acquire, or enter into any commitment to acquire, aninterest in any corporation, association, joint venture, partnership or other business entity or division thereof;

(e) make or agree to make any capital expenditure or commitment exceeding $25,000 individually or $50,000 in theaggregate;

(f) acquire or agree to acquire or dispose or agree to dispose of any assets of the Company or any of its Subsidiaries or anybusiness enterprise or division thereof outside the ordinary course of the business of the Company or any of its Subsidiaries consistent withpast practice;

37

Exhibit 10.2

(g) modify or remove any Company Privacy Policy, or publish or make available any new Company Privacy Policy;

(h) enter into any agreement, contract or commitment that is not in the ordinary course of the Company’s businessconsistent with past practices for the (i) sale, lease, license or transfer of any Company IP or any agreement, contract or commitment ormodification or amendment to any agreement with respect to Company IP with any Person, (ii) purchase or license of any IntellectualProperty or Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Propertyor Intellectual Property Rights of any Person, except in the ordinary course of business consistent with past practice, or (iii) change in pricingor royalties set or charged by the Company or any of its Subsidiaries to their customers or licensees or in pricing or royalties set or charged byPersons who have licensed Intellectual Property Rights to the Company or any of its Subsidiaries;

(i) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring,recapitalization or other reorganization of the Company or of its Subsidiaries;

(j) incur any Indebtedness (other than the obligation to reimburse employees for travel and business expenses orindebtedness incurred in connection with the purchase of goods and services, each in the ordinary course of the Company’s businessconsistent with past practices), issue or sell any debt securities, create a Lien (other than a Permitted Lien or a non-exclusive license enteredinto in the ordinary course of business consistent with past practice) over any asset of the Company or any of its Subsidiaries or amend theterms of any outstanding loan agreement;

(k) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) forthe obligations of any other Person (excluding indemnity provisions on customary terms in Standard Form IP Contracts entered into in theordinary course of business consistent with past practice and not otherwise in violation of this Section 4.2 );

(l) make any loan to any Person (except for advances to employees for reasonable business travel and expenses in theordinary course of business consistent with past practice), purchase debt securities of any Person or guarantee any Indebtedness of anyPerson;

(m) commence or settle any Action or threat of any Action by or against the Company or any of its Subsidiaries or relatingto any of their respective businesses, properties or assets (other than routine collections proceedings against customers in the ordinary courseof business consistent with past practice);

(n) pay, discharge, release, waive or satisfy any claims, rights or liabilities, other than the payment, discharge orsatisfaction in the ordinary course of business consistent with past practice of Taxes or liabilities reflected on the Current Balance Sheet orincurred in the ordinary course of business consistent with past practice after the Balance Sheet Date or Third Party Expenses;

(o) adopt or change accounting methods or practices (including any change in depreciation or amortization policies or ratesor any change to practices that would impact the methodology for recognizing revenue) other than as required by GAAP or applicable LegalRequirements;

(p) make or change any material Tax election, adopt or change any Tax accounting method, enter into any Tax SharingAgreement, settle any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim orassessment, request any Tax ruling, amend any material Tax Return or file any income Tax Return (including any estimated Tax Return)unless a copy of such Tax Return has been submitted to Parent for its review;

(q) adopt, amend or terminate, or start a termination process of, any Company Employee Plan or any EmployeeAgreement, including any indemnification agreement (other than as required by Legal Requirements);

(r) hire any Person or terminate any current Employee;

38

Exhibit 10.2

(s) increase or make any other change that would result in increased cost to the Company or any of its Subsidiaries withrespect to the salary, wage rate, incentive compensation opportunity (including bonuses and commission payments), employment status, titleor other compensation (including equity based compensation whether payable in cash, Company Securities or any other Property) payable orto become payable by the Company or any of its Subsidiaries to any Employee;

(t) make any declaration, payment, amendment, commitment or obligation of any kind for the payment (whether in cash,equity or otherwise) of a severance payment or other change in control payment, termination payment, bonus, special remuneration or otheradditional salary or compensation (including equity based compensation) to any Employee;

(u) cancel, amend (other than in connection with the addition of customers and suppliers to such insurance policies fromtime to time in the ordinary course of business consistent with past practices) or fail to renew (on substantially similar terms) any insurancepolicy of the Company or any of its Subsidiaries;

(v) send any written communications (including electronic communications) to Employees regarding this Agreement or theTransactions or make any representations or issue any communications (including electronic communications) to Employees that, in eachcase, are inconsistent with this Agreement or the Transactions, including any representations regarding offers of employment from Parent or aSubsidiary of Parent;

(w) (i) terminate, amend, waive, or modify in any material manner relative to such Material Contract or the Company’s orany of its Subsidiaries’ businesses or operations, or violate, the terms of any Material Contract, or (ii) enter into any Contract which wouldhave constituted a Material Contract had such Contract been entered into prior to the date hereof;

(x) except as required by applicable Legal Requirements, convene any regular or special meeting (or any adjournment orpostponement thereof) of the Shareholders;

(y) discount any accounts receivable of the Company or any of its Subsidiaries, or accelerate the collection of any accountsreceivable or delay the payment of any accounts payable, outside the ordinary course of business consistent with past practice; or

(z) take, commit, or agree in writing or otherwise to take, any of the actions described in the foregoing clauses of thisSection 4.2 , or any other action that would prevent the Company or any of its Subsidiaries from performing, or cause the Company or any ofits Subsidiaries not to perform, their respective covenants or agreements hereunder.

Article V

ADDITIONAL AGREEMENTS

5.1 Non-SolicitationofCompetingAcquisitionProposals

.

(a) TerminationofPendingDiscussions . The Company shall immediately cease and cause to be terminated any suchnegotiations, discussions or agreements (other than with Parent) regarding any Alternative Transaction.

(b) Non-Solicitation of Competing Acquisition Proposals . During the Pre-Closing Period, the Company and itsShareholders shall not, and shall not permit any of their directors, officers or other employees, Affiliates, agents, or representatives, includingtheir financial, legal or accounting advisors (together, “ Representatives ”), to take any action, directly or indirectly (i) to solicit, initiate,seek, knowingly encourage, or support any inquiry, proposal or offer from, (ii) furnish any information regarding the Company or any of itsSubsidiaries

39

Exhibit 10.2

(other than in connection with the sale of products and services in the ordinary course of business consistent with past practice or license ofintellectual property in connection therewith) to, (iii) participate in any discussions or negotiations with, or enter into any agreement of anykind (whether binding or non-binding) with, any Person (other than Parent and its Representatives acting in their capacities as such) (each, a “Third Party ”) regarding (A) any acquisition of all or any material portion of the business, properties, assets or technologies of the Companyor any of its Subsidiaries, or any amount of Company Capital Stock or the capital stock of any of its Subsidiaries (whether or notoutstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license orotherwise, (B) any joint venture or other strategic investment in or involving the Company or any of its Subsidiaries (other than an ongoingcommercial or strategic relationship in the ordinary course of business consistent with past practice), including any new financing, investmentround or recapitalization of the Company, (C) the employment of all or substantially all of the Employees or (D) any other similar transactioninvolving the Company or any of its Subsidiaries that is not in the ordinary course of business consistent with past practice (each, an “Alternative Transaction ”); or (iv) disclose any information not customarily disclosed to any person concerning the business, properties,assets or technologies of the Company or any of its Subsidiaries, or afford to any Person access to its properties, assets, technologies, booksor records, not customarily afforded such access.

(c) NoticeofCompetingAcquisitionProposals. In the event that the Company or any of its Affiliates or Representativesshall receive, during the Pre-Closing Period, any inquiry, offer, proposal or indication of interest regarding a potential Alternative Transactionor that could reasonably lead to an Alternative Transaction, or any request for disclosure of information or access of the type referenced inclause (b)(ii) above, the Company or such Affiliate or Representative shall immediately notify Parent thereof, which notice shall include theidentity of the party making any such inquiry, offer, proposal, indication of interest or request, and the specific terms of such inquiry, offer,proposal, indication or request, as the case may be (including a copy of any written material and electronic communications received fromsuch third party), and such other information related thereto as Parent may reasonably request (except to the extent the identity of the partymaking such inquiry is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the AgreementDate, in which case such notice may omit such identity but shall include all other information required by this Section 5.1(c) ).

(d) ActionsofRepresentatives . The parties hereto understand and agree that any violation of the restrictions set forthabove by any Representative of the Company shall be deemed to be a breach of this Agreement by the Company.

(e) SpecificPerformance. The parties hereto agree that irreparable damage would occur in the event that the provisions ofthis Section 5.1 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by theparties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy ofmoney damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of thisSection 5.1 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, thisbeing in addition to any other remedy to which Parent may be entitled at law or in equity.

5.2 ShareholderApproval

.

(a) RequisiteShareholderApproval. Prior to the execution of this Agreement, the Company shall solicit written consentfrom each of its Shareholders in the form attached hereto as Exhibit E (the “ Shareholder Written Consent ”), and shall deliver theShareholder Written Consents from each of its Shareholders to Parent. The Shareholder Written Consents are sufficient to fully andirrevocably deliver the approval of the Mergers by each of the Shareholders of the Company. The Company has prepared and sent to allShareholders on the record date for the Shareholder Written Consents all notices required pursuant to the California Code and has preparedand sent to all Shareholders on the record date for the Shareholder Written Consent materials that (i) include an information statementregarding the Company, the terms of this Agreement, and the Mergers, which information statement shall contain sufficient information tosatisfy in all material respects the requirements for a valid private placement under Regulation D, (ii) include the unanimous recommendationof the Company’s Board of Directors that the Shareholders not exercise

40

Exhibit 10.2

their dissenters’ rights under the California Code in connection with the Mergers and that the Shareholders should approve this Agreement,the Mergers and the other Transactions, (iii) include such other information as Parent and the Company may mutually agree is required oradvisable under applicable Legal Requirements and (iv) be subject to reasonable review, comment and approval in all respects by Parent priorto its submission to any Shareholder (the “ Information Statement ”). Each party agrees that information supplied by such party forinclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Shareholders, containany statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in orderto make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The parties shallupdate, amend and supplement the Information Statement from time to time as may be required by applicable Legal Requirements.Notwithstanding the foregoing terms of this Section 5.2(a) , the Information Statement shall not contain, and Parent shall not be required toprovide, any non-public information of or regarding Parent, its Subsidiaries, or its or its Subsidiaries’ businesses, assets, liabilities, financialcondition, results of operations or projections. The Board of Directors of the Company shall not alter, modify, change or revoke the CompanyRecommendation.

(b) 280GApprovals. The Company shall submit to the Shareholders for approval (in a form and manner satisfactory toParent, not to be unreasonably withheld), by such number of Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code,any payments and/or benefits that separately or in the aggregate, constitute “parachute payments” (which determination shall be made by theCompany and shall be subject to review and approval by Parent, not to be unreasonably withheld) (within the meaning of Section 280G of theCode and the regulations promulgated thereunder) (the “ Section 280G Payments ”), such that such 280G Payments shall not be deemed tobe “parachute payments” under Section 280G of the Code. Prior to the Closing, the Company shall deliver to Parent evidence satisfactory toParent, not to be unreasonably withheld, that a Shareholder vote was solicited in conformance with Section 280G and the regulationspromulgated thereunder and that (i) the requisite Shareholder approval was obtained with respect to any payments and/or benefits that weresubject to the Shareholder vote (the “ 280G Approval ”), or (ii) the 280G Approval was not obtained and as a consequence, that such“parachute payments” shall not be made or provided pursuant to the 280G Waivers, which were duly executed by the affected individualsprior to the date of solicitation of the 280G Approval.

5.3 GovernmentalApprovals

.

(a) Subject to the terms of Section 5.3(b) , each of the Company and Parent shall promptly execute and file, or join in theexecution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval,waiting period expiration or termination, or consent of any Governmental Entity that may be reasonably required to consummate the Mergersand other Transactions as promptly as possible after the execution of this Agreement. Each of the Company and Parent shall use itscommercially reasonable efforts to obtain all such authorizations, approvals, waiting period expirations or terminations, and consents. To theextent permitted by applicable Legal Requirements, each of the Company and Parent shall promptly inform the other of any materialcommunication between the Company or Parent (as applicable) and any Governmental Entity regarding the Mergers and the otherTransactions. If the Company or Parent or any Affiliate thereof shall receive any formal or informal request for supplemental information ordocumentary material from any Governmental Entity with respect to the Mergers or any other transaction contemplated by this Agreement,then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a reasonable response incompliance with such request. Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shallconsider in good faith the views of the other.

(b) Notwithstanding anything in this Section 5.3 or in Section 5.4 , Parent shall not be required to agree to or effect (i) anylicense, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of anybusiness, assets or properties of Parent, its Subsidiaries or Affiliates or of the Company or any of its Subsidiaries, (ii) the imposition of anylimitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or any of its Subsidiaries to conduct their respectivebusinesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in thecase of Parent,

41

Exhibit 10.2

the businesses of the Company or any of its Subsidiaries, or (iii) the imposition of any impediment on Parent, its Subsidiaries or Affiliates orthe Company or any of its Subsidiaries under any Legal Requirement governing competition, monopolies or restrictive trade practices (anysuch action described in (i), (ii) or (iii), an “ Action of Divestiture ”). Nothing set forth in this Agreement shall require Parent or theCompany to litigate with any Governmental Entity.

(c) Parent shall, in consultation with the Company and subject to Section 5.3(b) , determine strategy, lead all proceedingsand coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Entity as contemplatedhereby, and the Company will take such actions as reasonably requested by Parent in connection with obtaining such consents, approvals orwaivers. Notwithstanding Parent’s rights to lead all proceedings as provided in the prior sentence, Parent shall not require the Company to,and the Company shall not be required to, take any action with respect to any applicable antitrust or anti-competition Legal Requirementwhich would bind the Company irrespective of whether the Mergers occur.

5.4 GeneralEffortstoClose

. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable effortsto take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper oradvisable under applicable Legal Requirements to consummate and make effective the Mergers and the other Transactions as promptly aspracticable, including by using commercially reasonable efforts to take all action necessary to satisfy all of the conditions to the obligations ofthe other party or parties hereto to effect the Mergers set forth in Article VI , to obtain all necessary waivers, consents, waiting periodexpirations or terminations, approvals and other documents required to be delivered hereunder and to effect all necessary registrations andfilings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and makeeffective the Mergers and the other Transactions for the purpose of securing to the parties hereto the benefits contemplated by thisAgreement. Nothing contained in this Agreement shall require the Company, Parent or the Merger Subs to litigate with any GovernmentalEntity. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do andperform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Mergers and the otherTransactions.

5.5 AccesstoInformation

. The Company shall afford Parent and its Representatives reasonable access during the Pre-Closing Period to (i) all of the properties,Books and Records and Contracts of the Company and its Subsidiaries, including all Company IP, (ii) all other information concerning thebusiness, properties and personnel (subject to restrictions imposed by applicable Legal Requirements) of the Company and its Subsidiaries asParent may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as identified by Parent (except where theCompany determines, following consultation with legal counsel, that doing so would result in the loss of attorney-client, attorney workproduct or similar privilege or protection, in which case the Company shall provide such access and information in such form, including byway of redacting sensitive information, so as to preserve such privilege or protection while providing Parent with as much access andinformation as reasonably possible). The Company agrees to provide to Parent and its accountants, counsel and other Representatives copiesof internal financial statements (including Tax Returns and supporting documentation) promptly upon specific request. No information orknowledge obtained in any investigation pursuant to this Section 5.5 or otherwise shall affect or be deemed to modify, amend or supplementany representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummatethe Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right toindemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

5.6 NotificationofCertainMatters

. The Company shall give prompt notice to Parent of: (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company set forth in

42

Exhibit 10.2

this Agreement to be untrue or inaccurate at or prior to the Effective Times such that the condition in Section 6.2(a) would not be satisfied,and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by ithereunder such that the condition in Section 6.2(b) would not be satisfied; provided , however , that the delivery of any notice pursuant to thisSection 5.6 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice, or (ii) constitute anacknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section5.6 (x) shall not be considered in determining whether the condition set forth in Section 6.2(a) or Section 6.2(b) has been satisfied and (y)shall not be deemed to be a breach of covenant under this Section 5.6 and shall constitute only a breach of the underlying representation,warranty, covenant, condition or agreement, as the case may be. No disclosure by the Company pursuant to this Section 5.6 shall affect or bedeemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to theobligations of the parties to consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affectany Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breachof covenant.

5.7 Contracts

.

(a) Notices and Consents . The Company shall, if so requested by Parent prior to the First Effective Time, usecommercially reasonable efforts to obtain all necessary consents, waivers and approvals of, and deliver all notices to, any third parties to anyContract set forth on Section 2.4 of the Disclosure Schedule as may be required thereunder in connection with the Mergers in order for suchContract to remain in full force and effect following the Merger. Such consents, modifications, waivers and approvals shall be in a formacceptable to and pre-approved in writing by Parent.

(b) AmendedorTerminatedAgreements. The Company shall amend or terminate, as applicable, each of the agreementslisted on Schedule 5.7(b) (the “ Amended or Terminated Agreements ”) effective as of and contingent upon the Closing, including sendingall required notices, such that each Amended or Terminated Agreement shall be amended or of no further force or effect, as applicable,immediately following the Closing. The form and substance of each amendment and termination letter shall be subject to prior review andapproval in writing by Parent.

5.8 EmployeeMatters

.

(a) ContinuingEmployees. Effective immediately after the Mergers, Parent shall provide, or cause the Surviving LLC toprovide, to each Continuing Employee employee benefits that are as favorable, in the aggregate, to those employee benefits provided to suchContinuing Employee immediately prior to the Closing Date.

(b) No Employment Commitment or Plan Amendments . No provision of this Agreement is intended, or shall beinterpreted, to provide nor create any third party beneficiary rights or any other rights of any kind or nature whatsoever in any Shareholder,Employee or any other Person, including any rights of employment for any specified period and/or any employee benefits, in favor of anyPerson, union, association, Continuing Employee, Key Employee, Employee, consultant or contractor or any other Person, other than theparties hereto and their respective successors and permitted assigns, and all provisions hereof will be personal solely among the parties to thisAgreement. In addition, no provision of this Agreement is intended, or shall be interpreted, to amend any term or condition of the Plan or anyother employee related plan, program or policy of Parent, any Subsidiary of Parent, the Company or any of its Subsidiaries. Further, each ofthe Company and Parent and its subsidiaries retain the right to amend or terminate their benefit plans at any time and from time to time.

(c) As promptly as reasonably practicable following the Closing, and in no event later than the second (2nd) regularlyscheduled payroll cycle of the Surviving LLC following the Closing, Parent shall cause the Surviving LLC to pay certain ContinuingEmployees cash transaction bonuses in an aggregate amount equal to one

43

Exhibit 10.2

million fifty four thousand four hundred and forty dollars ($1,054,440) (the “ Transaction Bonuses ”) and the Parties expressly acknowledgeand agree that the Transaction Bonuses constitute Third Party Expenses for all purposes hereunder (as further set forth in the definition of“Third Party Expenses” hereunder). The allocation of the Transaction Bonuses to the Continuing Employees shall be determined by theCompany prior to the Closing subject to Parent’s approval.

5.9 PayoffLetters;ReleaseofLiens

.

(a) PayoffLetters. No later than three (3) Business Days prior to the Closing Date, the Company shall obtain from eachholder of Indebtedness, and deliver to Parent, an executed payoff letter, in form and substance reasonably acceptable to Parent, setting forth:(i) the amounts required to pay off in full on the Closing Date, the Indebtedness owing to such creditor (including the outstanding principal,accrued and unpaid interest and prepayment and other penalties) and wire transfer information for such payment; (ii) upon payment of suchamounts, a release of the Company and each of its Subsidiaries; and (iii) the commitment of the creditor to release all Liens, if any, that thecreditor may hold on any of the assets of the Company and each of its Subsidiaries prior to the Closing Date, and attaching any necessary Taxforms, including IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable, or any similar information requested by or onbehalf of Parent (each, a “ Payoff Letter ”).

(b) Release of Liens . Prior to the Closing, the Company shall file all agreements, instruments, certificates and otherdocuments, in form and substance reasonably satisfactory to Parent, that are necessary or appropriate to effect the release of all Liens set forthin Schedule 5.9(b) .

5.10 ThirdPartyExpenses

.

(a) Subject to the provisions of Section 7.7 and Article VIII , each party shall be responsible for its own expenses andcosts that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement and the Related Agreements;provided, however, that all Third Party Expenses (that are incurred by the Company prior to or as of the Closing and that are unpaid as ofimmediately prior to the Effective Times) shall be deducted from the Total Cash Consideration payable hereunder in respect of theoutstanding shares of Company Capital Stock pursuant to the adjustments contemplated by the definition of Total Cash Consideration.

(b) At least three (3) Business Days prior to the Closing, the Company shall have provided Parent with a statement, in aform reasonably satisfactory to Parent, setting forth all paid and unpaid Third Party Expenses (including wire information and separated byservice provider) incurred by or on behalf of the Company and its Subsidiaries as of the Closing Date, or anticipated to be incurred or payableby or on behalf of the Company and its Subsidiaries after the Closing (the “ Statement of Expenses ”). The Company shall take all necessaryaction to ensure that Third Party Expenses shall not be incurred by the Company after the Closing Date without the express prior writtenconsent of Parent. The Company’s Subsidiaries shall not incur any Third Party Expenses.

5.11 Spreadsheet

. Not less than three (3) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “ Spreadsheet ”)setting forth the following information, in form and substance reasonably satisfactory to Parent and accompanied by documentationreasonably satisfactory to Parent in support of the calculation of the information set forth therein:

(a) calculations of the Total Consideration Value and all components thereof, including Closing Cash, ClosingIndebtedness, Third Party Expenses, the Per Share Parent Stock Consideration, the Per Share Cash Consideration, the Holdback Amount, andthe Expense Fund Amount;

44

Exhibit 10.2

(b) with respect to each Shareholder: (i) the name and address of such holder, and, if available, the e-mail address of suchholder, (ii) whether such holder is a current or former employee of the Company or any of its Subsidiaries, (iii) whether such holder is anAccredited Investor (based on the questionnaire submitted by such holder or at the direction of Parent in accordance with Section 1.6(e) ),(iv) the number, class and series of shares of Company Capital Stock held by such holder and the respective certificate numbers and, withrespect to any shares that were acquired as a result of the conversion of the Company Promissory Notes, the number, class and series of suchshares held by such holder, (v) the date of acquisition of such shares and, with respect to any shares that were acquired as a result of theconversion of the Company Promissory Notes, the date of such conversion, (vi) whether any Taxes are to be withheld in accordance withSection ý1.10 from the consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) , (vii) the Election of such holder andthe stock or cash consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) (on a certificate-by-certificate basis and inthe aggregate), (viii) such Shareholder’s Loan Repayment Amount, if any, (ix) the Pro Rata Portion of such holder, (x) the amount of cash tobe retained and withheld in the Holdback Fund on behalf of such holder pursuant to this Agreement, (xi) the amount of cash to be depositedinto the Expense Fund on behalf of such holder pursuant to this Agreement, (xii) the net stock or cash amounts to be paid to such holder inaccordance with Section 1.6(b)(i) after deduction of the amounts referred to in clauses (vi), (x) and (xi) (on a certificate-by-certificate basisand in the aggregate), and (xiii) the amount of cash in lieu of fractional shares of Parent Common Stock to be paid to such holder inaccordance with Section 1.6(d) (on a certificate-by-certificate basis and in the aggregate);

(c) with respect to each Company Option: (i) the name and address of the holder thereof, and, if available, the e-mailaddress of such holder, (ii) whether such holder is an employee, consultant, director or officer of the Company or any of its Subsidiaries andwhether such holder is a Continuing Employee or Non-Continuing Employee, (iii) the grant date and expiration date thereof, (iv) whethersuch Company Option was granted pursuant to the Plan, (v) the vesting schedule (including all acceleration provisions) applicable to suchCompany Option and the extent to which such Company Option is vested as of immediately prior to the First Effective Time (taking intoaccount any Company Option (or portion thereof) that, as a result of the Mergers will accelerate in full and no longer be subject to any furthervesting, right of repurchase, risk of forfeiture or other such conditions), (vi) the exercise price per share and the number, class and series ofshares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (vii) whether such Company Option isa nonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code, (viii) whether such holder is aContinuing Employee or a Non-Continuing Employee, (ix) the number of whole shares of Parent Common Stock such Company Option isexercisable for and the exercise price of such shares of Parent Common Stock after giving effect to the assumption by Parent of suchCompany Option pursuant to Section 1.6(c)(i) , and (ix) such holder’s Loan Repayment Amount, if any; and

(d) as applicable, the Spreadsheet shall also include, with respect to each holder of shares of Company Capital Stock issuedon or after January 1, 2011 or any other security that, in each case, would be a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the cost basis of such shares or securities.

5.12 ResignationofDirectorsandOfficers

. The Company shall cause the directors, officers and secretary of the Company and each of its Subsidiaries to resign from suchposition as director, officer and/or secretary with effect as of the Closing.

5.13 SecuritiesLawCompliance

.

(a) The Company shall use its reasonable best efforts to cause each Shareholder to deliver all documentation, in form andsubstance reasonably acceptable to Parent, necessary to determine whether or not such Shareholder is an Accredited Investor, including theaccredited investor questionnaire attached to Exhibit A (collectively, the “ Investor Suitability Documentation ”). Notwithstanding thedelivery of any Investor Suitability Documentation to Parent prior to the Closing, any Shareholder may, in the reasonable discretion of Parent,be deemed an “ Unaccredited Investor ” for purposes of this Agreement.

45

Exhibit 10.2

(b) If (1) any shares of Parent Common Stock issued to the Equityholders pursuant to this Agreement are outstanding and(x) not subject to the terms of the Lock-Up Agreement and (y) not able to be re-sold or disposed of in compliance with Rule 144 (or anysuccessor rule) by such Equityholders, and (2) Parent shall have received a written request from the Shareholder Representative(acknowledged and agreed to by Equityholders that received at least a majority of the shares of Parent Common Stock issued pursuant to thisAgreement) demanding that Parent provide such holders with customary demand and “piggy-back” registration rights, Parent shall use itscommercially reasonable efforts to effect such registration(s).

5.14 DirectorandOfficerIndemnification

.

(a) From and after the Effective Times, Parent will cause the Surviving Corporation and the Surviving LLC to fulfill andhonor in all respects the obligations of the Company pursuant to (i) each indemnification agreement in effect between the Company and anyIndemnified D&O set forth on Section 5.14(a) of the Disclosure Schedule, and (ii) any indemnification provision, any exculpation provisionand any expense advancement provision set forth in the Company’s Charter Documents as in effect on the date hereof.

(b) Prior to the First Effective Time, the Company shall purchase for the benefit of the Indemnified D&Os, a directors’ andofficers’ liability insurance policy (any such insurance policy, the “ D&O Policy ”) providing coverage for six years following the Closing.The premium for such D&O Policy shall be included in Third Party Expenses. In no event shall Parent take any action that would cause suchD&O Policy to cease to be effective, and Parent shall take all commercially reasonable actions (other than paying additional premiums) tomaintain in effect such D&O Policy for the benefit of the Indemnified D&Os.

(c) This Section 5.14 shall survive the consummation of the Mergers. This Section 5.14 is intended to benefit, and may beenforced by, the Indemnified D&Os and their respective heirs, representatives, successors and assigns, and shall be binding on all successorsand assigns of Parent and the Surviving Corporation and Surviving LLC. Parent shall cause the Surviving Corporation or Surviving LLC ortheir successors or assigns to pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Indemnified D&O (or his orher heirs, representatives, successors or assigns) in any legal action brought by such person that is successful to enforce the obligations ofParent, the Surviving Corporation or Surviving LLC or their successors or assigns under this Section 5.14 . Such obligations shall not beterminated, amended, or otherwise modified in such a manner as to adversely affect any Indemnified D&O (or his or her heirs,representatives, successors, or assigns) without the prior written consent of such Indemnified D&O (or his or her heirs, representatives,successors, or assigns, as applicable).

5.15 CompanyPromissoryNotes

. The Company shall have caused, prior to the Closing Date, (i) each Company Promissory Noteholder to have converted in full suchCompany Promissory Noteholder’s Company Promissory Note into the shares of Company Common Stock issuable upon conversion of suchCompany Promissory Note, and (ii) the Company to have performed and satisfied each of its covenants or obligations under the CompanyPromissory Notes such that the Company has no further covenants, obligations or liabilities thereunder.

5.16 UKSubsidiaryShareTransfer

. Prior to the Closing Date, the Company shall have caused each of the other shareholders of TutorMe.com UK Limited (the “ UKSubsidiary ”) to execute such agreements, transfers, conveyances and other documents necessary to transfer, prior to the Closing, and freeand clear of any Liens, one hundred percent (100%) of the issued and outstanding shares or other equity interests of the UK Subsidiary to theCompany, and to surrender the share certificates and deposit duly executed share transfer forms relating to the UK Subsidiary Share Transferwith the secretary of the Company (the “ UK Subsidiary Share Transfer ”). All such agreements and other documents (the “ UKSubsidiary Transfer Documents ”) shall be subject to Parent’s review and approval (not to be unreasonably withheld, conditioned ordelayed). The Company shall, and shall cause the UK Subsidiary to, take all actions necessary to effect the UK Subsidiary

46

Exhibit 10.2

Transfer under any articles of incorporation, bylaws or similar governing documents of the UK Subsidiary and any Contract governing theterms of the shares or other equity interests of the UK Subsidiary, including convening any board meetings, adopting any resolutions, makingany filings with any Governmental Entities and paying any Transfer Taxes or other Taxes owed by the Company or the UK Subsidiaryresulting from the UK Subsidiary Share Transfer.

5.17 RestrictedStockUnitPool

. On or promptly following the Closing Date, Parent shall issue performance-based restricted stock units (“ Performance-BasedRSUs ”) to the Continuing Employees pursuant to Parent’s 2009 Stock Incentive Plan (as amended) and a form restricted stock unitagreement as previously agreed between Parent and the Company. The Performance-Based RSUs with respect to each Continuing Employeeshall be for the number of shares of Parent Common Stock and shall have the vesting schedule and performance metrics as previously agreedbetween Parent and the Company and as set forth in such Continuing Employee’s respective restricted stock unit award agreement.

Article VI

CONDITIONS TO THE MERGER

6.1 ConditionstoObligationsofEachParty

. The respective obligations of Parent, the Merger Subs and the Company to effect the Mergers shall be subject to the satisfaction, ator prior to the First Effective Time, of the following conditions (any of which may be waived only with the written mutual consent of Parentand the Company):

(a) ShareholderApproval. The Requisite Shareholder Approval shall have been obtained.

(b) RegulatoryApprovals. All approvals of Governmental Entities of competent jurisdiction required to be obtained priorto the First Effective Time in connection with the Mergers and the other Transactions shall have been obtained.

(c) NoLegalImpediments. No Legal Requirement (whether temporary, preliminary or permanent) shall be in effect whichhas the effect of making the Mergers or any other Transactions illegal or otherwise prohibiting or preventing consummation of the Mergers orany other Transactions.

6.2 AdditionalConditionstotheObligationsofParentandtheMergerSubs

. The obligations of Parent and the Merger Subs to effect the Mergers shall be subject to the satisfaction at or prior to the FirstEffective Time of each of the following additional conditions (any of which may be waived, in writing, exclusively by Parent):

(a) Representations and Warranties . The representations and warranties of the Company that are not qualified bymateriality shall have been true and correct in all material respects on the date they were made and shall be true and correct in all materialrespects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than any suchrepresentations and warranties of the Company made only as of a specified date, which shall be true and correct in all material respects as ofsuch date). The representations and warranties of the Company that are qualified by materiality shall have been true and correct in all respectson the date they were made and shall be true and correct in all respects on and as of the Closing Date as though such representations andwarranties were made on and as of such date (other than any such representations and warranties of the Company made only as of a specifieddate, which shall be true and correct in all respects as of such date).

(b) Covenants . The Company shall have performed and complied in all material respects with all covenants andobligations under this Agreement required to be performed and complied with by the Company prior to the Closing.

47

Exhibit 10.2

(c) NoMaterialAdverseEffect. Since the date hereof, there shall not have occurred a Company Material Adverse Effect.

(d) NoLitigation. There shall be no Action of any kind or nature pending before any Governmental Entity, or threatenedby a Governmental Entity, against Parent or any of its Affiliates, or against the Company or any of its Subsidiaries or any of its Affiliates,challenging this Agreement, the Mergers or any other Transactions, which would reasonably be expected to prohibit or prevent, or otherwisematerially deprive Parent of the benefits of, the consummation of the Transactions or otherwise seeking any Action of Divestiture.

(e) SecuritiesActExemption. The issuance of all shares of Parent Common Stock contemplated by this Agreement inconnection with the Mergers and the other Transactions shall validly qualify for an exemption from the registration and prospectus deliveryrequirements of the Securities Act pursuant to Regulation D and the equivalent state “blue sky” Legal Requirements, and Parent shall havereceived valid written evidence reasonably satisfactory to Parent and its outside counsel confirming the foregoing.

(f) DissentingShareholders. Each of the Shareholders shall have approved the Mergers and have irrevocably waived theirdissenters’ rights under the California Code.

(g) Joinder Agreements and Accredited Investor Questionnaires . Each of the Shareholders shall have executed anddelivered to Parent Joinder Agreements, including the accredited investor questionnaire attached thereto, fully completed and executed byeach Shareholder and any required supporting documentation as described therein, and all such Joinder Agreements shall be in full force andeffect.

(h) Lock-UpAgreements. Parent shall have received executed Lock-Up Agreements from each of the Shareholders andeach of the Continuing Employees that hold a Company Option to be assumed by Parent pursuant to Section 1.6(c)(i) , each of which shall bein full force and effect.

(i) OptionTreatment Agreements; OptionVestingAgreements . Parent shall have received executed option treatmentagreements in substantially the form attached hereto as Exhibit F from each Optionholder, each of which shall be in full force and effect.Parent shall have received executed option vesting agreements in substantially the form attached hereto as Exhibit G (collectively, the “Option Vesting Agreements ”) from each of the Continuing Employees that hold a Company Option to be assumed by Parent pursuant toSection 1.6(c)(i) , each of which shall be in full force and effect.

(j) NewEmploymentArrangements.

(i) Each of the Non-Competition and Non-Solicitation Agreements executed concurrently with this Agreementshall be in full force and effect and shall not have been revoked, rescinded, or otherwise repudiated by the respective signatories thereto.

(ii) Each of the Key Employee Offer Letters executed by each of the Key Employees concurrently with thisAgreement shall be in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by the respective signatoriesthereto, and no Key Employee shall have terminated his or her employment with the Company or any of its Subsidiaries or expressed anintention or interest (whether formally or informally) in, or taken action toward terminating his or her employment with the Company or anyof its Subsidiaries at or prior to the Closing, or with the Surviving Corporation, Surviving LLC or Parent or any of its Subsidiaries followingthe Closing. All of the Key Employees (A) shall have satisfied Parent’s customary employee background investigation, (B) shall haveexecuted Parent’s Inventions and Proprietary Rights Assignment Agreement and acknowledged receipt of Parent’s Code of Conduct, and (C)shall be eligible to work in the jurisdiction of his or her employing entity.

(k) Officer’sCertificate. Parent shall have received a certificate from the Company (the “ Officer’s Certificate ”), validlyexecuted by the Chief Executive Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing the conditionsset forth in Sections 6.2(a) , 6.2(b) and 6.2(c) have been satisfied.

48

Exhibit 10.2

(l) FIRPTACertificate. Parent shall have received a certificate from the Company, validly executed by a duly authorizedofficer of the Company, that the Company is not, and has not been at any time during the five (5) years preceding the date of such statement,a United States real property holding company, as defined in Section 897(c)(2) of the Code, such certificate in form and substance reasonablysatisfactory to Parent and conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h) (the “ FIRPTAStatement ”), and a notice addressed to the IRS, prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2),together with written authorization for Parent to mail the FIRPTA Statement to the IRS after the Closing.

(m) NoAdditionalSecurities. No securities of the Company shall be issued and outstanding as of immediately prior to theFirst Effective Time, other than the Company Capital Stock and Company Options set forth on the Spreadsheet.

(n) 280GWaivers. The 280G Waiver of each Person who might receive any payments or benefits that Parent determinesmay, separately or in the aggregate, constitute “parachute payments” under Section 280G of the Code shall be in effect immediately prior tothe date of solicitation of the 280G Approval.

(o) Section280GPayments. With respect to any payments or benefits that Parent determines may constitute Section 280GPayments, (i) the 280G Approval shall have been obtained pursuant to Section 5.2(b) , with respect to any such Section 280G Payments or(ii) the Shareholders shall have voted upon and disapproved such Section 280G Payments, such that the 280G Approval is not obtained, and,as a consequence, such “parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not haveany liabilities with respect to such “parachute payments”.

(p) DocumentaryDeliverables. The Company shall have delivered to Parent all certificates and other documents that it isrequired to deliver to Parent pursuant to this Agreement prior to the Closing, including the Spreadsheet, the Closing Date Balance Sheet, theStatement of Expenses, the Payoff Letters and any other instruments or other documents that Parent may reasonably request from theCompany to effect the Mergers and the other Transactions.

(q) ThirdPartyConsents. The Company shall have delivered to Parent all necessary consents, waivers and approvals ofparties to any Contract set forth on Schedule 6.2(q) hereto.

(r) AmendedorTerminatedAgreements. The Company shall have delivered to Parent evidence, in form and substancereasonably acceptable to Parent, of all amendments or terminations necessary to amend or terminate the Amended or Terminated Agreementsin accordance with Section 5.7(b) .

(s) GoodStandingCertificate. The Company shall have delivered to Parent a certificate from the Secretary of State of theState of California, dated no more than two (2) Business Days prior to the Closing Date, to the effect that the Company is in good standing insuch jurisdiction.

(t) Related-PartyLoanPayoff. Any loans outstanding to employees, directors or officers of the Company or any of itsSubsidiaries or any loan otherwise prohibited for a public company by Section 13(k) of the Exchange Act shall have been repaid andcancelled.

(u) CompanyPromissoryNote. Parent shall have received evidence satisfactory to Parent that, prior to the Closing Date,(a) each Company Promissory Noteholder has converted in full such Company Promissory Noteholder’s Company Promissory Note into theshares of Company Common Stock issuable upon conversion of such Company Promissory Note, (b) the Company has performed andsatisfied each of its covenants or obligations under the Company Promissory Notes such that the Company has no further covenants,obligations or liabilities thereunder; and (c) all liens and security interests on the Company and/or its assets have been released in full.

(v) LicensesandApprovals. The Company shall have delivered evidence to Parent that the Company has obtained allapprovals and consents set forth on Schedule 6.2(v) .

49

Exhibit 10.2

6.3 AdditionalConditionstoObligationsoftheCompany

. The obligations of the Company to effect the Mergers shall be subject to the satisfaction at or prior to the First Effective Time of thefollowing additional conditions (any of which may be waived, in writing, exclusively by the Company):

(a) Representations and Warranties . The representations and warranties of Parent and the Merger Subs that are notqualified by materiality shall have been true and correct in all material respects on the date they were made and shall be true and correct in allmaterial respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other thanany such representations and warranties of Parent made only as of a specified date, which shall be true and correct in all material respects asof such date). The representations and warranties of Parent and the Merger Subs that are qualified by materiality shall have been true andcorrect in all respects on the date they were made and shall be true and correct in all respects on and as of the Closing Date as though suchrepresentations and warranties were made on and as of such date (other than any such representations and warranties of Parent and the MergerSubs made only as of a specified date, which shall be true and correct in all respects as of such date).

(b) Covenants. Parent and the Merger Subs shall have performed and complied in all material respects with all covenantsand obligations under this Agreement required to be performed and complied with by them prior to the Closing.

(c) NoMaterialAdverseEffect. Since the date hereof, there shall not have occurred a Parent Material Adverse Effect.

Article VII

TAX MATTERS

7.1 TaxReturnstobeFiledPriortotheClosing

. The Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company andits Subsidiaries that are required to be filed on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such TaxReturns in a manner consistent with the past practices of the Company and its Subsidiaries with respect to such items, except to the extentotherwise required by applicable Legal Requirements. The Company shall permit Parent to review each such income Tax Return during areasonable period prior to filing (which shall be at least twenty (20) Business Days for income Tax Returns), and shall consider in good faithParent’s reasonable comments thereto.

7.2 TaxReturnstobeFiledAfterClosing

.

(a) The parties acknowledge and agree that for U.S. federal income tax purposes, the taxable year of the Company will endon the end of the day on the Closing Date and, to the extent applicable laws in other taxing jurisdictions so permit, the parties will elect tocause the taxable year of the Company to terminate on the Closing Date. Parent shall prepare or cause to be prepared all Tax Returns of theCompany and its Subsidiaries for any Pre-Closing Tax Period and any Straddle Period that are filed after the Closing Date (each, a “ Pre-Closing Return ”). Such Pre-Closing Returns shall be prepared by treating items on such Pre-Closing Returns in a manner consistent with thepast practices of the Company with respect to such items and according to this Section 7.2 , except to the extent otherwise required byapplicable Legal Requirements. To the extent permitted by applicable Legal Requirements, the Company shall report all Deductions on theincome Tax Returns of the Company for the taxable period that ends on the Closing Date. Parent shall cause all income and other materialPre-Closing Returns be delivered to the Shareholder Representative within a reasonable period prior to the earlier of the filing date or the duedate of such Pre-Closing Return (after giving effect to any applicable extensions of time for filing) (which shall be at least twenty (20)Business

50

Exhibit 10.2

Days with respect to any income Tax Return, or as soon as reasonably practicable in the event of a Pre-Closing Return that is required to befiled within twenty (20) Business Days of the Closing Date) for the Shareholder Representative’s review and comment. Parent shall considerin good faith the Shareholder Representative’s reasonable comments thereto.

(b) Parent shall cause the Company to timely file such Tax Returns prepared pursuant to this Section 7.2 and timely pay(or cause to be timely paid) all Taxes shown as due and payable on any such Tax Return to the relevant Tax Authority, subject to Parent’sright to be indemnified for such Taxes pursuant to this Agreement.

7.3 StraddlePeriodTaxes

. For purposes of this Agreement, any real, personal, ad valorem, intangible property Taxes or other Taxes that accrue based upon thepassage of time for any Straddle Period shall be allocated to the portion of the Straddle Period ending on the Closing Date on a per diembasis, and all other Taxes for any Straddle Period shall be allocated as if such Straddle Period ended on the Closing Date, except thatexemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other thanwith respect to property placed in service after the Closing, shall be allocated on a per diem basis.

7.4 Cooperation

. Parent and the Shareholder Representative agree to furnish or cause to be furnished to the other, upon request, as promptly aspracticable, such information and assistance relating to Taxes, including access to books and records, as is reasonably necessary for the filingof all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Tax authority and the prosecution ordefense of any claim, suit or proceeding relating to any Tax. Such cooperation shall include providing records and information that arereasonably relevant to any such matters and in their possession (or if not in their possession, if reasonably able to obtain), making employeesavailable on a mutually convenient basis to provide additional information, and explaining any materials provided pursuant to this Section 7.4. Each of Parent, the Company and the Shareholder Representative shall retain all material books and records in their possession with respectto Taxes of the Company and its Subsidiaries for a period of at least seven (7) years following the Closing Date.

7.5 TaxContests

. Parent shall promptly notify the Shareholder Representative in writing upon receipt by Parent or any affiliate of Parent (includingthe Surviving Corporation or the Surviving LLC after the Closing Date) of notice of any pending or threatened claims, assessments, audits orsimilar events with respect to Taxes or Tax Returns relating to a Pre-Closing Tax Period or Straddle Period that, if determined adversely tothe taxpayer or after the lapse of time could be grounds for a claim for indemnity for which any of the Indemnifying Parties could be liableunder this Agreement (any such claim, assessment, audit or similar event, a “ Tax Matter ”). Following the Closing, Parent shall have theright in its sole discretion to control the conduct of and to settle any such Tax Matter and shall use commercially reasonable efforts to keepthe Shareholder Representative informed of material developments relating to such Tax Matter and to consult with the ShareholderRepresentative regarding settlement negotiations and any settlement of such Tax Matter; provided, however, that without the prior writtenconsent of the Shareholder Representative with respect to any such settlement, which consent shall not be unreasonably withheld, conditionedor delayed, such settlement shall not be determinative of an Indemnifying Party’s liability pursuant to this Agreement. In the event of anyconflict between this Section 7.5 and Section 8.5 with respect to Tax Matters, this Section 7.5 shall control.

7.6 Post-ClosingTaxActions

. Parent shall not, and shall not cause or permit the Company, the Surviving LLC, the Surviving Corporation or their Affiliates orSubsidiaries to (i) make or change any Tax election under Sections 336 or 338 of the Code with respect to the transactions contemplated bythis Agreement or that otherwise has any retroactive effect on any Pre-Closing Tax Period, (ii) enter into any voluntary disclosure program oragreement with any Tax Authority regarding any Taxes or Tax Returns of the Company, the Surviving LLC or the Surviving Corporation orany of their Subsidiaries with respect to any Pre-Closing Tax Period, (iii) amend, refile or modify or cause to be amended, refiled or modified

51

Exhibit 10.2

any Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period, (iv) file a Tax Return for a Pre-Closing Tax Period in ajurisdiction where the Company, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries did not file such Tax Return forsuch period, (v) initiate discussions or examinations with any Tax Authority regarding Taxes of the Company, the Surviving LLC, theSurviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax Period, or (vi) change any accounting method or adoptany convention that shifts taxable income of the Company, the Surviving Corporation, the Surviving LLC or any of their Subsidiaries from aperiod beginning (or deemed to begin) after the Closing Date to a taxable period or portion thereof ending on or prior to the Closing Date orshifts deductions or losses of the Company, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries from a taxable period(or portion thereof) ending on or prior to the Closing Date to a period (or portion thereof) beginning (or deemed to begin) after the ClosingDate, in each case, without the prior written consent of the Shareholder Representative (which consent shall not be unreasonably withheld,conditioned or delayed), unless otherwise required in accordance with applicable Legal Requirements.

7.7 TransferTaxes

. All Transfer Taxes shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Equityholders, other than with respectto any Transfer Taxes relating to the UK Subsidiary Transfer, which shall be borne solely by the Equityholders.

7.8 TaxRefunds

. Any and all tax refunds (whether directly through a cash payment or indirectly through a right of setoff or credit that actuallyreduces Taxes payable) with respect to Taxes that were paid by the Company or any of its Subsidiaries on or prior to the Closing, included asliabilities in the calculation of Net Working Capital, included in Third Party Expenses or indemnified pursuant to this Agreement shall be forthe account of the Shareholders. Promptly (and in any event within twenty (20) days) upon receipt by Parent or any of its Affiliates orSubsidiaries of any such tax refund, Parent shall pay over, by wire transfer of immediately available funds, any such tax refund to theShareholder Representative, for the benefit of the Shareholders. Any payments made pursuant to this Section 7.8 will be treated asadjustments to the Total Consideration Value for Tax purposes, unless otherwise required by applicable Legal Requirements. Any Taxrefunds related to a Straddle Period shall be prorated based upon the method employed in Section 7.3 .

7.9 Post-ClosingTaxes

. For the avoidance of doubt, the Equityholders shall not be responsible for (and shall not have any indemnification obligations underthis Agreement with respect to) any Taxes of the Company or any of its Subsidiaries that are attributable to a taxable period or portion of anyStraddle Period beginning after the Closing Date, except to the extent attributable to any breach of the representations and warranties set forthin Sections2.10(e), 2.10(g). 2.10(k) and 2.10(n) hereof.

Article VIII

POST-CLOSING INDEMNIFICATION

8.1 SurvivalofRepresentationsandWarranties

. The representations and warranties of the Company set forth in this Agreement or in the Officer’s Certificate shall survive until11:59 p.m. California time on the date that is eighteen (18) months following the Closing Date (the date of expiration of such period, the “Expiration Date ”); provided , however , that in the event of fraud, intentional misrepresentation or willful breach with respect to arepresentation or warranty, subject to the terms of Section 8.3(g) , such representation or warranty shall survive until 11:59 p.m. Californiatime on the date that is thirty (30) days after the expiration of the relevant statute of limitations (provided that with respect to any claim inconnection therewith

52

Exhibit 10.2

made after the expiration of the relevant statute of limitations, the facts underlying such claim shall have been known to an Indemnified Partyprior to the expiration of such statute of limitations); provided , further , that (a) the representations and warranties of the Company set forthin Section 2.1 ( Organization and Good Standing ), Section 2.2 ( Authority and Enforceability ), Section 2.5 ( Company Capital Structure ),Section 2.6 ( Company Subsidiaries ) and the first sentence of Section 2.23 ( Third Party Expenses ) (together, the “ FundamentalRepresentations ”) shall not expire and shall survive until the date that is thirty (30) days after the expiration of the relevant statute oflimitations (meaning the statute of limitations applicable to the underlying subject matter of such representations) and (b) the representationsand warranties of the Company set forth in Section 2.10 (Taxes) (the “ Tax Representations ”) shall survive until 11:59 p.m. California timeon the date that is thirty (30) days after the expiration of the relevant statute of limitations (meaning the statute of limitation applicable to theunderlying subject matter of such representation, and not general breach of contracts claims, and provided that with respect to any claim inconnection with a Tax Representation made after the expiration of the relevant statute of limitation, the facts underlying such claim shall havebeen known to an Indemnified Party prior to the expiration of such statute of limitation); and provided , further , that all representations andwarranties of the Company shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracytherein or breach thereof if an indemnification claim is made hereunder prior to the expiration of the survival period for such representationand warranty, in which case such representation and warranty shall survive solely as to such claim until such claim has been finally resolved.The representations and warranties of Parent and the Merger Subs set forth in this Agreement, the Related Agreements or in any certificate orother instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of theparties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that wouldotherwise apply to such representations and warranties.

8.2 Indemnification

.

(a) From and after, and by virtue of, the Mergers, subject to the terms of this Article VIII , the Shareholders (other thanholders of Cancelled Shares solely in their capacities as such) (each, an “ Indemnifying Party ” and collectively, the “ Indemnifying Parties”) agree to severally (based on such Indemnifying Party’s Pro Rata Portion), but not jointly (except with respect to the Holdback Fund, whichwill be available on a joint and several basis), indemnify, defend and hold harmless Parent and its Affiliates, including the SurvivingCorporation and Surviving LLC, and its and their respective officers, directors, shareholders, members, employees, agents and representatives(each, an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”), from and against all claims, losses, liabilities, damages(whether direct, indirect, incidental or, subject to the terms of Section 8.3(f) below, consequential), diminution in value (for clarity, excludingdiminution calculations premised solely on multiples of revenues, profits or other financial metrics and non-cash goodwill impairmentcharges), royalties, deficiencies, Taxes, costs, interest, awards, judgments, settlements, penalties and expenses, including reasonableattorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection with investigating,defending (including expenses of offensive actions taken in connection with any defensive strategy) against or settling any of the foregoing(hereinafter individually a “ Loss ” and collectively “ Losses ”) paid, incurred, suffered or sustained by the Indemnified Parties, or any ofthem (including the Surviving Corporation and Surviving LLC) (regardless of whether or not such Losses relate to any third party claims),directly or indirectly, resulting from, arising out of, or relating to any of the following:

(i) any breach of or inaccuracy in, as of the date hereof or as of the Closing Date (or, if made only as of aspecified date, as of such date), a representation or warranty of the Company set forth in this Agreement or the Officer’s Certificate, withoutgiving effect to any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of thisAgreement;

(ii) regardless of the disclosure of any matter set forth in the Disclosure Schedule, any inaccuracy in anyinformation, or breach of any representation or warranty, set forth in the Spreadsheet, including any failure to properly calculate, oroverstatement of, Total Consideration Value (including the calculations of Closing Cash, Third Party Expenses, Closing Indebtedness, the PerShare Parent Stock Consideration, the Per Share Cash Consideration and the Expense Fund Amount) or the amount by which the NetWorking Capital Target is greater than the sum of Final Net Working Capital plus the Net Working Capital Collar (as calculated inaccordance with Section

53

Exhibit 10.2

1.9(g) and solely to the extent that any such deficiency amount is not otherwise satisfied in accordance with Section 1.9(g) );

(iii) any failure by the Company to perform or comply with any of its covenants or agreements set forth in thisAgreement (with respect to covenants required to be performed at or prior to the Closing);

(iv) any payment in respect of any Dissenting Shares in excess of the consideration that otherwise would havebeen payable in respect of such shares in accordance with this Agreement, and any other Losses paid, incurred, suffered or sustained inrespect of any Dissenting Shares, including all attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs andexpenses incurred in connection with investigating, defending against or settling any action or proceeding in respect of Dissenting Shares;

(v) any Indemnified Taxes;

(vi) any claims by any current or former holder or alleged current or former holder of any equity, membershipor ownership interest or equity security of the Company or its predecessors (if any), including any Person to whom the Company promisedoptions or other rights or allegedly promised options or other rights to purchase Company Capital Stock to the effect that such Person isentitled to any equity, membership or ownership interest or equity security other than as specifically set forth on the Spreadsheet;

(vii) any fraud, intentional misrepresentation or willful breach on the part of or on behalf of the Company(whether or not the applicable agent or representative of the Company was acting in its official capacity as such) in connection with thisAgreement, the Mergers or the other Transactions; and

(viii) any of the matters described on Schedule 8.2(a) .

(b) For the purpose of this Article VIII only, solely when determining the amount of Losses paid, incurred, suffered orsustained by an Indemnified Party as a result of any breach of or inaccuracy in a representation or warranty or any failure to perform orcomply with any covenant or agreement that is qualified or limited in scope as to materiality or Material Adverse Effect (but not whether abreach, inaccuracy or failure has occurred), such representation, warranty, covenant or agreement shall be deemed to be made without suchqualification or limitation.

(c) The obligation of the Indemnifying Parties to provide indemnity pursuant to Section 8.2(a)(ii) through Section 8.2(a)(viii) shall survive until 11:59 p.m. California time on the date that is thirty (30) days after the expiration of the relevant statute of limitations(provided that with respect to any claim in connection therewith made after the expiration of the relevant statute of limitation, the factsunderlying such claim shall have been known to an Indemnified Party prior to the expiration of such statute of limitation); provided , that allsuch obligations shall survive with respect to any indemnification claim made prior to the expiration of the applicable survival period, inwhich case such obligation shall survive as to such claim until such claim has been finally resolved.

(d) The Indemnifying Parties (including any officer or director of the Company or any of its Subsidiaries) shall not haveany right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimedby an Indemnified Party for which they are liable in their capacities as Indemnifying Parties.

(e) Any payments made to an Indemnified Party pursuant to any indemnification obligations under this Article VIII willbe treated as adjustments to the Total Consideration Value for Tax purposes, unless otherwise required by applicable Legal Requirements.

(f) Subject to Section 8.3(g) , the indemnification rights set forth in this Article VIII shall be the sole and exclusiveremedy of the Indemnified Parties from and after the Effective Times for any claims for monetary damages arising out of the matters set forthin Section 8.2(a) or other breaches under this Agreement; for clarity, this means (i) that the survival periods and liability limits set forth inthis Article VIII shall control notwithstanding any statutory or common law provisions or principles to the contrary and (ii) all applicablestatutes of limitations or other

54

Exhibit 10.2

claims periods with respect to claims for Losses shall be modified to be the applicable claims periods and survival periods set forth herein;provided , however , that (i) this Section 8.2(f) shall not be deemed a waiver by any party of any right to specific performance or injunctiverelief and (ii) nothing in this Agreement shall limit the liability of an Indemnifying Party (and this Article VIII shall not be the sole andexclusive remedy in respect of such Indemnifying Party) in connection with a claim based on fraud committed by, or with the knowledge of,such Indemnifying Party.

(g) Nothing in this Agreement shall limit the right of Parent or any other Indemnified Party to pursue remedies under anyRelated Agreement against the parties thereto.

8.3 LimitationsonIndemnification

.

(a) Threshold. Except in the case of (i) fraud, intentional misrepresentation or willful breach by or on behalf of theCompany (whether or not the applicable agent or representative of the Company was acting in its official capacity as such) and (ii)indemnification claims for breaches of or inaccuracies in the Fundamental Representations or the Tax Representations, the IndemnifiedParties, as a group, may not recover any Losses pursuant to an indemnification claim under Section 8.2(a)(i) unless and until the IndemnifiedParties, as a group, shall have paid, incurred, suffered or sustained Losses in an aggregate amount equal to at least forty eight thousand twohundred and seventy dollars ($48,270) (the “ Threshold ”), in which event the Indemnified Parties may recover all such Losses in excess ofthe Threshold. For the avoidance of doubt, the limitations set forth in this Section 8.3(a) shall not apply to indemnification claims underclauses (ii) - (viii) of Section 8.2(a) , inclusive.

(b) MaximumPayments.

(i) Except in the case of (A) fraud, intentional misrepresentation or willful breach by or on behalf of theCompany (whether or not the applicable agent or representative of the Company was acting in its official capacity as such) and (B)indemnification claims for breaches of or inaccuracies in the Fundamental Representations, the maximum aggregate amount that theIndemnified Parties may recover from each Indemnifying Party for indemnification claims under Section 8.2(a)(i) shall be an amount equalto such Indemnifying Party’s Pro Rata Portion of the Holdback Amount. For the avoidance of doubt, the limitations set forth in this Section8.3(b)(i) shall not apply to any indemnification claim under clauses (ii) - (viii) of Section 8.2(a) , inclusive.

(ii) Subject to the terms of Section 8.3(g) , (A) the liability of the Indemnifying Parties for indemnificationclaims pursuant to Section 8.2(a) shall be limited, in the aggregate, to the amount of consideration issued and paid to the IndemnifyingParties (including the Holdback Amount and the Expense Fund Amount), and (B) the aggregate amount of Losses that the IndemnifiedParties may recover from an Indemnifying Party shall not exceed the aggregate amount of consideration issued and paid to the suchIndemnifying Party (including such Indemnifying Party’s Pro Rata Portion of the Holdback Amount and the Expense Fund Amount) receivedby such Indemnifying Party.

(c) Claims or recoveries for indemnification pursuant to this Agreement shall be satisfied (i) first, from the Holdback Fundand (ii) second, against the Indemnifying Parties directly; provided , however , that claims or recoveries in respect of fraud, intentionalmisrepresentation or willful breach by or on behalf of the Company (whether or not the applicable agent or representative of the Companywas acting in its official capacity as such) may be made, in the sole and absolute discretion of the Indemnified Parties, either from theHoldback Fund or directly against the Indemnifying Parties rather than from the Holdback Fund.

(d) The amount of any Losses recoverable by any Indemnified Party under Section 8.2(a) shall be calculated net of (i) anyinsurance proceeds actually received by, and/or any indemnification or contribution payments actually paid by any third party to, suchIndemnified Party in respect of such Losses in, each case net of all costs of recovery, including without limitation reasonably anticipatedincreases in insurance premiums and (ii) any Indemnification Tax Benefit recognized by an Indemnified Party (or any of its Affiliates) in thesame year as, and arising from the facts or circumstances giving rise to such Losses or by the Indemnified Party (or any of its Affiliates)

55

Exhibit 10.2

from any indemnification payment with respect to such Losses; provided in no event shall any Indemnified Party be required to seek or obtainany such insurance proceeds or third party indemnification or contribution. If an Indemnified Party receives any amounts under applicableinsurance policies or third party indemnification or contribution payments subsequent to its receipt of an indemnification payment by theIndemnifying Parties, and such amounts and payments, in the aggregate, exceed the amount of Losses suffered with respect to the claim suchrecoveries are made, then such Indemnified Party will, without duplication, promptly reimburse the Indemnifying Parties for any such excess;provided , that the aggregate amount of reimbursement payments to the Indemnifying Parties will not in any event exceed the aggregateindemnification payment received by the Indemnified Party from the Indemnifying Parties. For this purpose, a Person shall be deemed torecognize an indemnification Tax benefit (“ Indemnification Tax Benefit ”) with respect to a taxable year if, and to the extent that, thePerson’s liability for Taxes for such taxable year, calculated by excluding any Tax items attributed to the Losses, exceeds the Person’s actualliability for Taxes for such taxable year, calculated by taking into account any Tax items attributed to the Losses.

(e) The rights of the Indemnified Parties to indemnification, compensation or reimbursement, payment of Losses or anyother remedy under this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (orcapable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respectto the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Company or any othermatter. No Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order forsuch Indemnified Party to be entitled to indemnification, compensation or reimbursement hereunder.

(f) No Indemnified Party shall be entitled to indemnification for (i) punitive damages unless such damages are paid to athird party in respect of a Third Party Claim for which such Indemnified Party is entitled to indemnification under this Article VIII or (ii)special or consequential damages.

(g) The liability of an Indemnifying Party for an indemnity claim brought under Section 8.2(a)(vii) shall not exceed theaggregate amount of consideration issued and paid to such Indemnifying Party hereunder; provided , that the foregoing limitation shall notapply if such Indemnifying Party has actual knowledge of such underlying claim giving rise to such indemnity claim brought under Section8.2(a)(viii) or such Indemnifying Party committed such fraud giving rise to such indemnity claim.

(h) Notwithstanding anything contained in this Agreement to the contrary, but subject to the terms of Section 8.3(g) , to theextent that any Losses resulting from any breach of any representation, warranty, covenant or agreement of the Company under thisAgreement is specifically taken into account as a current liability in determining Net Working Capital or is otherwise specifically listed as aThird Party Expense or is a particular component of Closing Indebtedness in the Spreadsheet, and is to such extent taken into account in thecalculation of Total Consideration Value at Closing, (i) no Indemnified Party may recover such Losses through a claim pursuant to Section8.2(a) or otherwise and (ii) such Losses will not be included in the determination of whether all Losses, in the aggregate, exceed theThreshold.

(i) In the event a claim for Losses in connection with a single set of facts or circumstances may be made under multiplesubsections of Section 8.2(a) , the Indemnified Parties shall be entitled to make such claim under any and all such subsections as wouldmaximize the available recovery to the Indemnified Parties under this Article VIII ; provided for the avoidance of doubt, no IndemnifiedParty may recover duplicative Losses in respect of a single set of facts or circumstances under more than one representation or warranty inthis Agreement regardless of whether such facts or circumstances would give rise to a breach of more than one representation or warranty inthis Agreement.

(j) Notwithstanding any other provision of this Agreement, in no event will any Indemnifying Party be liable for any otherIndemnifying Party’s breach of such other Indemnifying Party’s representations, warranties, covenants, or agreements contained in anyJoinder Agreement, letter of transmittal, shareholder written consent or other Related Agreement or ancillary agreement hereto to which suchother Indemnifying Party is a party. For the avoidance of doubt, the foregoing sentence shall not be deemed to limit the ability of theIndemnified Parties to obtain recovery under any subsection of Section 8.2(a) to the extent a claim may be validly made thereunder,regardless of

56

Exhibit 10.2

whether or not the facts or circumstances underlying such claim would or would be reasonably expected to also constitute a breach of anyJoinder Agreement, letter of transmittal, shareholder written consent or other Related Agreement or ancillary agreement hereto to which anyIndemnifying Party is a party.

(k) In the case of a Third Party Claim that is not settled between the Indemnified Party and such third party, unless theShareholder Representative agrees otherwise in writing, Losses related to such Third Party Claim will not be indemnifiable pursuant toSection 8.2(a) unless and until an arbitrator or court has issued a decision in respect of such Third Party Claim; provided that for clarity thisSection 8.3(k) will not preclude the ability of any Indemnified Party to file an indemnification claim with respect to such Third Party Claimfollowing the discovery of its existence.

8.4 HoldbackPeriod;DistributionuponTerminationofHoldbackFund;IndemnificationClaimProcedures;Arbitration

.

(a) Subject to the following requirements, the Holdback Fund shall be in existence immediately following the Closing andshall terminate at 5:00 p.m., local time at Parent’s corporate headquarters, on the date that is thirty (30) days after the Expiration Date (the “Holdback Period ”), and following such termination, Parent shall distribute or cause to be distributed the cash remaining in the HoldbackFund to the Indemnifying Parties, provided, however , that the Holdback Fund shall not terminate with respect to any amount in respect ofany unsatisfied claims specified in any Indemnification Claim Notice (“ Unresolved Claims ”) delivered to the Shareholder Representative(or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to suchIndemnifying Party directly) prior to the Holdback Period termination date with respect to facts and circumstances existing prior to theExpiration Date, and any such amount shall not be distributed at such time. As soon as all such Unresolved Claims have been resolved, Parentshall deliver the remaining portion of the Holdback Fund, if any, not required to satisfy such Unresolved Claims, to the Indemnifying Parties.Deliveries of the Holdback Fund to the Indemnifying Parties pursuant to this Section 8.4(a) shall be made in proportion to their respectivePro Rata Portions of the remaining cash in the Holdback Fund.

(b) Subject to the limitations set forth in Section 8.1 , if an Indemnified Party wishes to make an indemnification claimunder this Article VIII , such Indemnified Party shall deliver a written notice (an “ Indemnification Claim Notice ”) to the ShareholderRepresentative (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, tosuch Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates thatit may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such itemwas paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation,breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflectany new information discovered with respect to the claim set forth in such Indemnification Claim Notice.

(c) If the Shareholder Representative on behalf of the Indemnifying Parties (or the Indemnifying Party in the event thatindemnification is being sought hereunder directly from such Indemnifying Party) shall not object in writing within the thirty (30)-day periodafter receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description ofthe facts and circumstances supporting an objection to the applicable indemnification claim (an “ Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Shareholder Representative on behalf of the Indemnifying Parties(or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in suchIndemnification Claim Notice. In such event, Parent shall be entitled to permanently retain or shall promptly release to the applicableIndemnified Party from the Holdback Fund the amount of Losses set forth in such Indemnification Claim Notice. Parent shall be entitled torely on any such instruction and permanently retain or make distributions from the Holdback Fund in accordance with the terms thereof. Insuch event, Parent shall be entitled to permanently retain or shall promptly release from the Holdback Fund the amount of Losses set forth insuch Indemnification Claim Notice. Should the amount held in the Holdback Fund, if any, be insufficient to satisfy in whole

57

Exhibit 10.2

the amount to be paid to an Indemnified Party by the Indemnifying Parties in accordance with such Indemnification Claim, then eachIndemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Indemnifying Party Representative tomake an Indemnification Claim Objection Notice, pay to the Indemnified Party, such Indemnifying Parties’ Pro Rata Portion of such shortfall(subject to the applicable liability limitations herein).

(d) In the event that the Shareholder Representative (or in the event that indemnification is being sought hereunder directlyfrom an Indemnifying Party, such Indemnifying Party) shall deliver an Indemnification Claim Objection Notice in accordance with Section8.4(c) within thirty (30) days after delivery of such Indemnification Claim Notice, the Shareholder Representative (or such objectingIndemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of suchclaims. If the Shareholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forthsuch agreement shall be prepared and signed by both parties. Parent shall be entitled to rely on any such memorandum and permanently retainor make distributions from the Holdback Fund in accordance with the terms thereof. In such event, Parent shall permanently retain or shallpromptly release from the Holdback Fund the amount of Losses set forth in such Indemnification Claim Notice. Should the amount held inthe Holdback Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandumand this Agreement, then each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to theIndemnified Party such Indemnifying Party’s Pro Rata Portion of such shortfall (subject to the applicable liability limitations herein).

(e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of anIndemnification Claim Objection Notice, either Parent or the Shareholder Representative (or the objecting Indemnifying Party) may demandarbitration of the matter, unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which eventarbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the mattershall be settled by arbitration conducted pursuant to Section 10.13 .

(f) Arbitration under Section 10.13 shall apply to any dispute among the Indemnifying Parties and the Indemnified Partiesunder this Article VIII . Parent shall be entitled to rely on, and permanently retain or make distributions from the Holdback Fund inaccordance with, the terms of any such award, judgment, decree or order of the arbitrator(s), as applicable. In such event, following writtenreceipt of the arbitrator’s decision, Parent shall permanently retain or shall promptly release from the Holdback Fund to the IndemnifyingParties the amount of Losses determined indemnifiable by the arbitrator. Should the amount held in the Holdback Fund, if any, be insufficientto satisfy in whole the amount owed to an Indemnified Party in accordance with such decision and this Agreement, then each IndemnifyingParty shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party such Indemnifying Party’sPro Rata Portion of such shortfall (subject to the applicable liability limitations herein).

8.5 Third-PartyClaims

.

(a) In the event Parent becomes aware of a third party claim (a “ Third Party Claim ”) which Parent reasonably believesmay result in a demand against the Holdback Fund or for other indemnification pursuant to this Article VIII , Parent shall notify theShareholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, suchIndemnifying Party) of such Third Party Claim (it being understood that no delay in providing such notice shall prejudice Parent’s rightsunder this Article VIII , unless and then only to the extent that the Indemnifying Parties are materially prejudiced thereby), and theShareholder Representative shall be entitled on behalf of the Indemnifying Parties (or, in the event indemnification is being sought hereunderdirectly from an Indemnifying Party, such Indemnifying Party shall be entitled), at the expense of the Indemnifying Parties and only to theextent it does not affect any privilege relating to any Indemnified Person, to consult with Parent with respect to, but not to determine orconduct, the defense of such Third Party Claim . Parent shall have the right in its sole discretion to conduct the defense of, and to settle, anysuch Third Party Claim; provided , however , that except

58

Exhibit 10.2

with the consent of the Shareholder Representative (or, in the event indemnification is being sought hereunder directly from an IndemnifyingParty, such Indemnifying Party, and in each case such consent not to be unreasonably withheld, conditioned or delayed), no settlement orresolution of any such Third Party Claim shall be determinative of the existence or the amount of Losses resulting from, arising out of orrelating to such Third Party Claim (including the Indemnified Parties’ reasonable attorneys’ and consultants’ fees and expenses incurred inconnection with investigating, defending (including expenses of offensive actions taken in connection with any defensive strategy) against orsettling such Third Party Claims (such fees and expenses, “ Claim Fees ”). In the event that the Shareholder Representative (or, in the eventindemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) has consented to any suchsettlement or resolution, the Indemnifying Parties shall have no power or authority to object under any provision of this Article VIII to theamount of Losses resulting from, arising out of or relating to such Third Party Claim (including the Indemnified Parties’ Claim Fees), and theIndemnified Parties shall be entitled to indemnification for the entire amount of such Losses (including the Indemnified Parties’ Claim Fees),subject to the applicable limitations contained in Section 8.3 . In the event that the Shareholder Representative (or, in the eventindemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) does not, in accordance with theterms of this Section 8.5(a) , consent to any such settlement or resolution, then the Indemnified Parties shall be entitled to submit the disputewith the Shareholder Representative (or the applicable Indemnifying Party, as the case may be) with respect to the existence or amount ofLosses resulting from, arising out of or relating to such Third Party Claim (including the Indemnified Parties’ Claim Fees) to an arbitratorpursuant to the procedures set forth in Section 10.13 .

(b) In no event shall the Shareholder Representative or any Indemnifying Party be entitled to receive, or thereafter discloseto any third party, any information in connection with any Third Party Claim unless and until the Shareholder Representative, suchIndemnifying Party or such other party has executed a customary confidentiality agreement in favor of Parent and its Affiliates with respect tosuch information.

(c) Notwithstanding the terms of Section 8.5(a) or Section 8.5(b) and regardless of whether a confidentiality agreementhas been executed in accordance with Section 8.5(b) , the Indemnified Parties may restrict or otherwise prohibit access to any documents orinformation to the extent that (i) any applicable Legal Requirements requires such Person to restrict or otherwise prohibit access to suchdocuments or information; (ii) access to such documents or information would give rise to a material risk of waiving any attorney-clientprivilege, work product doctrine or other privilege applicable to such documents or information; or (iii) providing access to any suchdocuments or information would violate or cause a default pursuant to, or give a third party the right terminate or accelerate the rightspursuant to, any Contract.

8.6 ShareholderRepresentative

.

(a) By virtue of the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of theMergers by the Shareholders, each of the Equityholders shall be deemed to have agreed to appoint Jonathan Sciama, an individual, as its, hisor her agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Indemnifying Parties to give and receive noticesand communications in respect of indemnification claims under this Agreement to be recovered against the Holdback Fund, to authorizepayment to any Indemnified Party from the Holdback Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party,to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with ordersof courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements andcompromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnificationclaim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Partyor any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions,and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for theaccomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by theShareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however , that the ShareholderRepresentative may not be removed unless holders of a two-

59

Exhibit 10.2

thirds interest of the Holdback Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in theevent of a resignation of the Shareholder Representative or other vacancy in the position of Shareholder Representative, such vacancy may befilled by the holders of a majority in interest of the Holdback Fund. No bond shall be required of the Shareholder Representative. Notices orcommunications to or from the Shareholder Representative after the Closing shall constitute notice to or from the Indemnifying Parties.

(b) A decision, act, consent or instruction of the Shareholder Representative, including an amendment of any provision ofthis Agreement pursuant to Section 10.2 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding andconclusive upon the Indemnifying Parties, and Parent may rely upon any such decision, act, consent or instruction of the ShareholderRepresentative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability toany person for any acts done by Parent in accordance with such decision, act, consent or instruction of the Shareholder Representative.

(c) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representativewhile acting in good faith. The Indemnifying Parties shall indemnify the Shareholder Representative and hold the Shareholder Representativeharmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses arising out of orin connection with the acceptance or administration of the Shareholder Representative’s duties hereunder or under any agreements ancillaryhereto, including the fees and expenses of any legal counsel or experts retained by the Shareholder Representative (“ ShareholderRepresentative Expenses ”) in each case as such Shareholder Representative Expense is suffered or incurred; provided , that in the event thatany such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of theShareholder Representative, the Shareholder Representative will reimburse the Shareholders the amount of such indemnified ShareholderRepresentative Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the ShareholderRepresentative by the Indemnifying Parties, any such Shareholder Representative Expenses may be recovered by the ShareholderRepresentative from (i) the funds in the Expense Fund and (ii) the amounts in the Holdback Fund at such time as remaining amounts wouldotherwise then be distributable to the Indemnifying Parties (which, for the avoidance of doubt, shall not include any amounts that remain heldin the Holdback Fund subject to the resolution of any pending indemnification claims); provided , that while this section allows theShareholder Representative to be paid from the Expense Fund and the Holdback Fund, this does not relieve the Indemnifying Parties fromtheir obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the ShareholderRepresentative from seeking any remedies available to it at law or otherwise. In no event will the Shareholder Representative be required toadvance its own funds on behalf of the Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that theforegoing indemnities will survive the resignation or removal of the Shareholder Representative or the termination of this Agreement. TheShareholder Representative shall be entitled to use the Expense Fund in order to fund all Shareholder Representative Expenses. Following thetermination of the Holdback Fund, the resolution of all Unresolved Claims and the satisfaction of all claims made by Indemnified Parties forLosses hereunder, the Shareholder Representative shall have the right to recover Shareholder Representative Expenses incurred in excess ofthe amounts in the Expense Fund and not previously recovered directly from the Indemnifying Parties from the Holdback Fund, prior to anydistribution to the Indemnifying Parties, and prior to any such distribution, shall deliver to Parent a certificate setting forth the ShareholderRepresentative Expenses actually incurred and not previously recovered. For the avoidance of doubt, while this section allows theShareholder Representative to be paid from the Holdback Fund, this Section 8.6(c) shall not limit the obligation of any Indemnifying Party topromptly pay such Shareholder Representative Expenses as they are incurred, to the extent the Expense Fund is insufficient or unavailable. Adecision, act, consent or instruction of the Shareholder Representative, including an amendment, extension or waiver of this Agreementpursuant to Section 10.2 or Section 10.3 , shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and bindingupon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative asbeing the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for anyacts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.

60

Exhibit 10.2

Article IX

PRE-CLOSING TERMINATION OF AGREEMENT

9.1 Termination

. Except as provided in Section 9.2 , this Agreement may be terminated and the Mergers abandoned at any time prior to the Closing:

(a) by mutual agreement of the Company and Parent;

(b) by Parent if the Requisite Shareholder Approval shall not have been obtained by the Company and delivered to Parentwithin two (2) hours after the execution and delivery of this Agreement by Parent and the Company;

(c) by Parent or the Company if the Closing Date shall not have occurred by April 30, 2019 (the “ End Date ”); provided,however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose action or failure to acthas been a principal cause of or resulted in the failure of the Mergers to occur on or before such date and such action or failure to actconstitutes a breach of this Agreement;

(d) by Parent or the Company if any Legal Requirement enacted by a Governmental Entity of competent jurisdiction shallbe in effect which has the effect of making the Mergers illegal or otherwise prohibits or prevents the consummation of the Mergers, providedthat in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable;

(e) by Parent if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued ordeemed applicable to the Transactions by any Governmental Entity of competent jurisdiction, which would require an Action of Divestiture;

(f) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of theCompany set forth in this Agreement such that the conditions set forth in Sections 6.2(a) and 6.2(b) would not be satisfied as of the time ofsuch breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof tothe Company; provided, however , that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or(ii) if any of the conditions to Closing in Article VI for the benefit of Parent have become irrevocably incapable of being satisfied on orbefore the End Date; or

(g) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement ofParent or the Merger Subs set forth in this Agreement such that the conditions set forth in Sections 6.3(a) and 6.3(b) would not be satisfied asof the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after writtennotice thereof to Parent; provided, however , that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot becured or (ii) if any of the conditions to Closing in Article VI for the benefit of the Company have become irrevocably incapable of beingsatisfied on or before the End Date.

9.2 EffectofTermination

. In the event of termination of this Agreement as provided in Section 9.1 , this Agreement shall forthwith become void and thereshall be no liability or obligation on the part of Parent, the Merger Subs or the Company, or their respective officers, directors, stockholders,shareholders or members, if applicable; provided , however , that each party hereto and each Person shall remain liable for any willfulbreaches of this Agreement prior to its termination; and provided further , however , that, the provisions of Section 5.10 (Third PartyExpenses), Article X (General Provisions) and this Section 9.2 shall remain in full force and effect and survive any termination of thisAgreement pursuant to the terms of this Article IX .

61

Exhibit 10.2

Article X

GENERAL PROVISIONS

10.1 CertainInterpretations

. When a reference is made in this Agreement to an Annex, Exhibit or Schedule, such reference shall be to an Annex, Schedule orExhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, such referenceshall be to an Article or a Section of this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when usedherein shall be deemed in each case to be followed by the words “without limitation.” All references in this Agreement to “$” or dollars shallmean U.S. denominated dollars. The table of contents and headings set forth in this Agreement are for reference purposes only and shall notaffect in any way the meaning or interpretation of this Agreement. The parties hereto agree that they have been represented by counsel duringthe negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of constructionproviding that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

10.2 Amendment

. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of theparty against whom enforcement is sought. For purposes of this Section 10.2 , the Shareholders are deemed to have agreed that anyamendment of this Agreement signed by the Company (prior to the Closing) or Shareholder Representative (following the Closing) shall bebinding upon and effective against the Shareholders whether or not they have signed such amendment.

10.3 Waiver

. At any time prior to the Closing, Parent, on the one hand, and the Company, on the other hand, may, to the extent permitted underany applicable Legal Requirements, (a) extend the time for the performance of any of the obligations of the other party hereto, (b) waive anyinaccuracies in the representations and warranties made to such party set forth herein or in any document delivered pursuant hereto, and(c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party set forth herein. Any agreement on thepart of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.For purposes of this Section 10.3 , the Shareholders are deemed to have agreed that any extension or waiver signed by the Company (prior tothe Closing) or the Shareholder Representative (following the Closing) shall be binding upon and effective against all Shareholders whetheror not they have signed such extension or waiver.

10.4 Assignment

. This Agreement shall not be assigned by operation of law or otherwise, except that Parent may assign its rights and delegate itsobligations hereunder (a) to its Affiliates as long as Parent remains ultimately liable for all of Parent’s obligations hereunder and (b) toParent’s and/or its Affiliates’ lender(s) under its and/or its Affiliates’ financing arrangement(s) with respect to any collateral assignment orsimilar agreement.

10.5 Notices

. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or bycommercial messenger or courier service, or sent by electronic mail or facsimile (with acknowledgment of complete transmission orconfirmation or receipt) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice or, ifspecifically provided for elsewhere in this Agreement, by email):

62

Exhibit 10.2

(a) if to Parent or either Merger Sub, to:

Bridgepoint Education, Inc.8620 Spectrum Center Blvd.San Diego, CA 92123Attention: Kevin RoyalExecutive Vice President and Chief Financial OfficerEmail: [email protected]


Wilson Sonsini Goodrich & Rosati P.C.12235 El Camino RealSan Diego, California 92130Attention: Martin J. Waters and Jason SkolnikFacsimile No.: (858) 350-2399Email: [email protected] and [email protected]

(b) if to the Company (prior to the Closing), to:

TutorMe.com, Inc.

_________________________

_________________________

Attention: ________________

Facsimile No.: (___) ___-____Email:


LKP Global Law, LLP1901 Avenue of the Stars, Suite 480Los Angeles, California 90067Attention: Donald S. Lee and Michelle GraffumFacsimile No.: [(___) ___-____]Email: [email protected] and [email protected]

(c) if to the Shareholder Representative, to:

Jonathan Sciama

_________________________

_________________________

Attention: ________________

Facsimile No.: (___) ___-____Email:


63

Exhibit 10.2

LKP Global Law, LLP1901 Avenue of the Stars, Suite 480Los Angeles, California 90067Attention: Donald S. Lee and Michelle GraffumFacsimile No.: [(___) ___-____]Email: [email protected] and [email protected]

10.6 Confidentiality

. Each of the parties hereto hereby agrees that the information obtained in any investigation pursuant to Section 5.5 or anyinformation obtained pursuant to the notice requirements of Section 5.6 , or otherwise pursuant to the negotiation and execution of thisAgreement or the effectuation of the Transactions, shall be governed by the terms of the Mutual Non-Disclosure Agreement dated as of June27, 2016 (the “ Non-Disclosure Agreement ”), between the Company and Parent and shall be kept confidential by each party hereto asthough it was a signatory to such Non-Disclosure Agreement, provided that notwithstanding anything contained in the Non-DisclosureAgreement, the Shareholder Representative shall be permitted to disclose such information to the Indemnifying Parties who have a need toknow such information, provided that such persons are subject to confidentiality obligations with respect thereto. In this regard, the Companyacknowledges that the Parent Common Stock is publicly traded and that any information obtained during the course of its due diligence couldbe considered to be material non-public information within the meaning of federal and state securities laws. Accordingly, the Companyacknowledges and agrees not to engage in any discussions, correspondence or transactions in the Parent Common Stock in violation ofapplicable securities laws.

10.7 PublicDisclosure

. Except as required by Legal Requirements, neither the Company nor any of its Representatives shall issue any statement orcommunication to any third party (other than its agents that are bound by confidentiality restrictions) regarding the subject matter of thisAgreement or the Transactions, including, if applicable, the termination of this Agreement and the reasons therefor, without the consent ofParent; provided that the Company and its Representatives shall be permitted to make disclosures to the extent required (a) by filings made toGovernmental Entities in connection with the transactions described herein, (b) to respond to requests made by Governmental Entities forinformation or documents in connection with the transactions described herein) and (c) in dispute resolution proceedings regarding thisAgreement or the Transactions, each of the foregoing disclosures only to the extent necessary (including only to such Persons as required bythe applicable Legal Requirement or provision of this Agreement) and after consultation with outside legal counsel.

10.8 EntireAgreement

. This Agreement, Annex A hereto, the Exhibits and Schedules hereto, the Disclosure Schedule, the Related Agreements, and thedocuments and instruments and other agreements among the parties hereto referenced herein constitute the entire agreement among theparties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings both written and oral, amongthe parties with respect to the subject matter hereof, and are not intended to confer upon any other person any rights or remedies hereunder,except as set forth in Section 10.9 .

10.9 NoThirdPartyBeneficiaries

. Nothing in this Agreement is intended to, or shall be construed to, confer upon any other person any rights or remedies hereunder,except for the Indemnified D&Os under Section 5.14 and the Indemnified Parties under Article VIII and that from and after the Closing,each Equityholder is an intended third party beneficiaries of the provisions in Article I with respect to, and subject to, the terms thereofgoverning the payment of merger consideration to such Equityholder (including without limitation the requirement that the shares of ParentCommon Stock issuable under Article I be duly authorized, validly issued, fully paid and non-assessable).

64

Exhibit 10.2

10.10 SpecificPerformanceandOtherRemedies

.

(a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or partieshereto, any Shareholder or the Shareholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) eachparty shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree ororder of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement andan injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bondor other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legalproceeding.

(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, andnot exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any oneremedy will not preclude the exercise of any other remedy (provided that for clarity, following the Closing and subject to Section 10.10(c) ,Section 8.2(f) will control exclusively on the topic of remedies).

(c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other liability that suchPerson may have at law or in equity in connection with a claim based on fraud committed by, or with the actual knowledge of, such Person.Notwithstanding anything to the contrary set forth in this Agreement, none of the provisions set forth in this Agreement, including theprovisions set forth in ý Article VIII , shall be deemed a waiver by any party to this Agreement of any right or remedy which such party mayhave at law or in equity against any Person in connection with a claim based on fraud committed by, or with the actual knowledge of, suchPerson, nor will any such provisions limit, or be deemed to limit (i) the amounts of recovery sought or awarded in any such claim for suchfraud, (ii) the time period during which a claim for such fraud may be brought or (iii) the recourse which any such party may seek againstanother Person with respect to a claim for such fraud.

10.11 Severability

. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competentjurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application ofsuch provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The partiesfurther agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, tothe extent possible, the economic, business and other purposes of such void or unenforceable provision.

10.12 GoverningLaw

. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware regardless of the laws thatmight otherwise govern under applicable principles of conflicts of laws thereof; provided, however , that the laws of the State of Californiashall govern (i) the Mergers (including the consummation and effects thereof) and (ii) the fiduciary duties of the Board of Directors of theCompany.

10.13 ResolutionofConflicts;Arbitration

. Any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or terminationthereof, shall (subject to Section 1.9(e) ) be finally settled by binding arbitration in the County of San Diego, California in accordance withthe then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may beentered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that wouldbe available in any judicial proceeding instituted to resolve a dispute.

65

Exhibit 10.2

(a) SelectionofArbitrators. Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of (i) ifthe Closing has not occurred, Parent and the Company and (ii) if the Closing has occurred, Parent and the Shareholder Representative.Alternatively, at the request of either party before the commencement of arbitration, the arbitration shall be conducted by three independentarbitrators, none of whom shall have any competitive interests with Parent, the Company or the Shareholder Representative. Parent andShareholder Representative shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator.

(b) Discovery. In any arbitration under this Section 10.13 , each party shall be limited to calling a total of three witnessesboth for purposes of deposition and the arbitration hearing. Subject to the foregoing limitation on the number of witnesses, the arbitrator orarbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discoverywhile allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case maybe, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the threearbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions fordiscovery abuses to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as thecase may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to withoutsubstantial justification.

(c) Decision. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to any claim ordispute (including the validity and amount of any indemnification claim set forth in an Indemnification Claim Notice) shall be final, binding,and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact andconclusions which shall set forth the award, judgment, Order awarded by the arbitrator(s). Within thirty (30) days of a decision of thearbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party.

(d) OtherRelief. The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restrainingorder, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and withoutabridgement of the powers of the arbitrator(s).

(e) Costs and Expenses . The parties agree that each party (and in the case of the Shareholder Representative, theIndemnifying Parties as provided in this Agreement) shall pay its own costs and expenses (including counsel fees) of any such arbitration;provided , however , that the arbitrator(s) may, either upon motion by one party or in the arbitrator(s)’s discretion, order one party to pay theother’s costs, expenses and attorneys’ fees (or a portion thereof).

10.14 WaiverofJuryTrial

. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANYACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OFOR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION,PERFORMANCE OR ENFORCEMENT HEREOF.

10.15 USAPatriotActCompliance

. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutionsto obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a businessentity, a charity, a trust or other legal entity Parent will ask for documentation to verify its formation and existence as a legal entity. Parentmay also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to representthe entity or other relevant documentation. The parties each agree to provide all such information and documentation as to themselves asrequested by Parent to ensure compliance with federal law.

10.16 Counterparts

66

Exhibit 10.2

. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement andshall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it beingunderstood that all parties need not sign the same counterpart. The exchange of a fully executed Agreement (in counterparts or otherwise) byelectronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

[ Remainder of Page Intentionally Left Blank ]

67

Exhibit 10.2

IN WITNESS WHEREOF, Parent, Merger Sub I, Merger Sub II, the Company and the Shareholder Representative have caused thisAgreement to be executed as of the date first written above.

ZOVIO INC

By: Name:Title:

Toucan Merger Sub, Inc.

By: Name:Title:

TM MERGER SUB, LLC

By: Name:Title:


TUTORME.COM, INC.

By: Name:Title:

Signature Page to Agreement and Plan of Reorganization

Exhibit 10.2


JONATHAN SCIAMA

solely in its capacity as the Equityholder

Representative

By: Name:Title:

Signature Page to Agreement and Plan of Reorganization

Exhibit 10.2

ANNEX A

CERTAIN DEFINED TERMS

“ 280G Approval ” shall have the meaning assigned to it in Section 5.2(b) .

“ 280G Waivers ” shall mean the 280G Waivers executed and delivered by certain Employees or any other “disqualified individual”(as defined in Code Section 280G and the regulations promulgated thereunder) prior to the solicitation of the 280G Approval in a form that isreasonably acceptable to Parent.

“ Accredited Investor ” shall have the meaning set forth in Regulation D.

“ Action ” shall mean any action, suit, claim, complaint, litigation, investigation, audit, proceeding, arbitration or other similardispute, in each case by or before a Governmental Entity of competent jurisdiction.

“ Action of Divestiture ” shall have the meaning assigned to it in Section 5.3(b) .

“ Affiliate ” of any Person shall mean another Person that directly or indirectly through one or more intermediaries controls, iscontrolled by or is under common control with, such first Person.

“ Agreed Adjustments ” shall have the meaning assigned to it in Section 1.9(d) .

“ Agreement ” shall have the meaning assigned to it in the Preamble .

“ Agreement Date ” shall have the meaning assigned to it in the Preamble .

“ Agreements of Merger ” shall have the meaning assigned to it in Section 1.1(b) .

“ Alternative Transaction ” shall have the meaning assigned to it in Section 5.1(b) .

“ Amended or Terminated Agreements ” shall have the meaning assigned to it in Section 5.7(b) .

“ Anti-Corruption Requirements ” shall have the meaning assigned to it in Section 2.20(c) .

“ Articles of Incorporation ” shall have the meaning assigned to it in Section 2.1 .

“ Balance Sheet Date ” shall have the meaning assigned to it in Section 2.7(a) .

“ Behavioral Data ” shall mean (i) any information describing, identifying or collected from, and any identifier relating to, anyinternet protocol address, browser, computer, device, machine, application, web beacon, pixel tag, ad tag, cookie, local storage object, orSoftware; (ii) any behavioral, browsing, usage, purchase, interest-based or demographic information obtained from a third-party or that isbased on any of the information described in (i); and (iii) any geolocation data or other information that is associated, directly or indirectly(by, for example, records linked via unique keys), with any information described in element (i) or (ii) of this definition.

“ Books and Records ” shall have the meaning assigned to it in Section 2.22 .

“ Business Day ” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in San Diego,California are authorized or obligated by law or executive order to close.

“ California Code ” means the California Corporation Code and all amendments thereto.

“ Cancelled Shares ” shall have the meaning assigned to it in Section 1.6(b)(ii) .

1

Exhibit 10.2

“ Cash Election ” shall have the meaning assigned to it in Section 1.6(b)(i) .

“ Charter Documents ” shall have the meaning assigned to it in Section 2.1 .

“ Claim Fees ” shall have the meaning assigned to it in Section 8.5(a) .

“ Closing ” shall have the meaning assigned to it in Section 1.2(a) .

“ Closing Cash ” shall mean the amount of any unrestricted cash and cash equivalents of the Company and its Subsidiaries as ofimmediately prior to the First Effective Time.

“ Closing Date ” shall have the meaning assigned to it in Section 1.2(a) .

“ Closing Date Balance Sheet ” shall have the meaning assigned to it in Section 1.9(a) .

“ Closing Indebtedness ” shall mean the aggregate amount of all outstanding Indebtedness (including principal and accrued andunpaid interest) of the Company and its Subsidiaries as of immediately prior to the First Effective Time, including any termination, pre-payment or balloon or similar penalties or premiums that are paid or become payable as a result of the full repayment and retirement of suchIndebtedness immediately following the First Effective Time (including, for the avoidance of doubt, all outstanding Company PromissoryNotes, if any).

“ COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Company ” shall have the meaning assigned to it in the Preamble .

“ Company Authorizations ” shall have the meaning assigned to it in Section 2.17 .

“ Company Capital Stock ” shall mean the Company Common Stock and any other shares of capital stock, if any, of the Company,taken together.

“ Company Common Stock ” shall mean shares of common stock, par value $0.0001 per share, of the Company.

“ Company Database ” shall mean each database in which Private Data or other confidential or proprietary information is or hasbeen maintained by or for the Company or any of its Subsidiaries.

“ Company Employee Plan ” shall mean any plan, program, policy, practice, contract, agreement or other arrangement providing forcompensation, severance, change of control, termination pay, deferred compensation, bonus, performance awards, incentive compensation,equity or equity-related awards, phantom stock or bonus awards, welfare benefits, health benefits or medical insurance, retirement benefits,fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded,including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to orrequired to be contributed to by the Company or any ERISA Affiliate for the benefit of any Employee, or with respect to which the Companyor any of its Subsidiaries has or may have any liability or obligation, including indirect or contingent liability on account of an ERISAAffiliate, and including any International Employee Plan.

“ Company IP ” shall mean any and all Intellectual Property Rights and Intellectual Property that are owned by or exclusivelylicensed by, or purported to be owned by or exclusively licensed by, the Company or any of its Subsidiaries.

“ Company IP Contract ” shall mean any Contract to which the Company or any of its Subsidiaries is a party or by which theCompany or any of its Subsidiaries is bound, that contains any assignment or license of, or any covenant not to assert or enforce, anyCompany IP.

2

Exhibit 10.2

“ Company IT Assets ” shall have the meaning assigned to it in Section 2.13(k) .

“ Company Material Adverse Effect ” shall mean any change, event, violation, inaccuracy, circumstance or effect (any such item,an “ Effect ”), individually or when taken together with all other Effects that have occurred prior to the date of determination of theoccurrence of the Company Material Adverse Effect, that is or is reasonably likely to (i) materially impede the authority of the Company toconsummate the Transactions in accordance with the terms hereof and Legal Requirements, or (ii) be materially adverse to the business,assets (including intangible assets), liabilities, financial condition or results of operations of the Company and its Subsidiaries taken as awhole, provided , however , that in no event shall any Effect resulting from any of the following, either alone or in combination, be taken intoaccount in determining whether there has been a Company Material Adverse Effect under clause (ii): (a) any change in the economicconditions of the United States or global economy or capital or financial markets generally, (b) any change in economic conditions generallyaffecting industries in which the Company conducts business, (c) any change in Legal Requirements, (d) any change in GAAP, (e) acts ofwar, sabotage or terrorism or military actions (or any escalation or worsening thereof), (f) earthquakes, hurricanes, tornadoes, floods or othernatural disasters, (g) any failure to meet financial projections, estimates or forecasts for any future period (provided, that the underlying causeof such failure may, to the extent applicable, be considered in determining whether there has been a Company Material Adverse Effect), and(i) in and of itself, compliance with the express terms of this Agreement, unless, in each of clauses (a)-(f), such Effect disproportionatelyaffects the Company and its Subsidiaries, taken as a whole, relative to other companies in the Company’s industry.

“ Company Options ” shall mean all issued and outstanding options (including commitments to grant options) to purchase orotherwise acquire Company Common Stock (whether or not vested) held by any Person.

“ Company Privacy Policy ” shall mean each external or internal, past or present privacy policy or privacy- or security-relatedrepresentation, statement, notice, obligation or promise of the Company or any of its Subsidiaries to the public (or, in the case of EmployeePrivate Data only, to its Employees), including any such policy, representation, statement, notice, obligation, or promise relating to: (i) theprivacy of users of any Company Product or any website or service operated by or on behalf of the Company or any of its Subsidiaries;(ii) the collection, use, storage, hosting, disclosure, transmission, transfer, disposal, retention, interception, or other processing of, or securityof, any Private Data; or (iii) Private Data about individuals who are Employees.

“ Company Private Data Processing Contract ” shall mean any Contract to which the Company or any of its Subsidiaries is or wasa party, or by which the Company or any of its Subsidiaries is or was bound, that relates directly to the collection, use, disclosure, transfer,transmission, storage, hosting, disposal, retention, interception or other processing of Private Data.

“ Company Product ” shall mean each product (including software and databases) or service owned, made, marketed, developed,distributed, made available, imported, licensed or sold by or on behalf of the Company or any of its Subsidiaries at any time since itsinception, and any product or service under development by or for the Company or any of its Subsidiaries or that the Company or any of itsSubsidiaries, intends to make, market, develop, distribute, make available, import, license or sell.

“ Company Promissory Note ” shall mean any issued and outstanding promissory notes that are convertible into shares of CompanyCommon Stock.

“ Company Promissory Noteholder ” shall mean a holder of Company Promissory Notes as of immediately prior to the EffectiveTime.

“ Company Recommendation ” shall have the meaning assigned to it in Section 2.2 .

“ Company Securities ” shall means shares of Company Capital Stock and Company Options.

“ Company Sites ” shall have the meaning assigned to it in Section 2.13(q) .

3

Exhibit 10.2

“ Company Software ” shall mean any Software (including Software that is Company IP or Licensed IP), that is embedded in, orused by the Company or its Subsidiaries in the development, delivery, hosting or distribution of, any Company Products, including any suchSoftware that is used by the Company or its Subsidiaries to collect, transfer, transmit, store, host or otherwise process Private Data.

“ Company Stock Certificates ” shall have the meaning assigned to it in Section 1.8(d) .

“ Conflict ” shall have the meaning assigned to it in Section 2.4 .

“ Continuing Employee ” shall mean an Employee who is employed by the Company or any of its Subsidiaries as of the ClosingDate and continues his or her employment with Parent or one of its Subsidiaries on the Business Day following the Closing Date (including,for the avoidance of doubt, any employee who is on maternity leave, short-term disability leave, long-term disability leave, military leave oranother approved leave of absence as of the Closing Date).

“ Contract ” shall mean any contract, statement of work, mortgage, indenture, lease, license, covenant, plan, insurance policy orother agreement, instrument, arrangement, understanding or commitment, permit, concession, franchise, license or obligation, whether writtenor oral, in each case that purports to be legally binding.

“ Copyleft Licenses ” shall have the meaning assigned to it in Section 2.13(m)(i) .

“ Current Balance Sheet ” shall have the meaning assigned to it in Section 2.7(a) .

“ D&O Policy ” shall have the meaning assigned to it in Section 5.14(b) .

“ date hereof ” means the Agreement Date.

“ Deductions ” means all U.S. federal, state and local income Tax deductions related to the exercise or payment of options, paymentof employee bonuses, payment under deferred compensation arrangements, payment of any investment banking (or other advisory) fees, andother Third Party Expenses and deductible amounts included in Closing Indebtedness.

“ Disclosure Schedule ” shall have the meaning assigned to it in the preamble to Article II .

“ Dispute Statement ” shall have the meaning assigned to it in Section 1.9(c) .

“ Disputed Items ” shall have the meaning assigned to it in Section 1.9(e) .

“ Dissenting Shares ” shall have the meaning assigned to it in Section 1.6(b)(iii) .

“ DOL ” shall mean the United States Department of Labor.

“ Effective Time ” shall mean each of the First Effective Time and the Second Effective Time.

“ Election ” shall have the meaning assigned to it in Section 1.6(b)(i) .

“ Employee ” shall mean any current or former employee, consultant, independent contractor or director of the Company or any of itsSubsidiaries.

“ Employee Agreement ” shall mean each management, employment, severance, separation, settlement, consulting, contractor,relocation, change of control, retention, bonus, repatriation, expatriation, loan, visa, work permit or other agreement, or contract (including,any offer letter or any agreement providing for acceleration of Company Options, or any other agreement providing for compensation orbenefits or that is not terminable at will) between the Company or any of its Subsidiaries and any Employee.

4

Exhibit 10.2

“ End Date ” shall have the meaning assigned to it in Section 9.1(c) .

“ Enforceability Limitations ” shall have the meaning assigned to it in Section 2.2 .

“ Equityholders ” shall mean the Shareholders and Optionholders as of immediately prior to the First Effective Time.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean each Subsidiary of the Company any other Person under common control with the Company or that,together with the Company, could be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or within the meaningof Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Exchange Agent ” shall have the meaning assigned to it in Section 1.8(a) .

“ Exchange Documents ” shall have the meaning assigned to it in Section 1.8(d) .

“ Exchange Ratio ” shall mean 4.9180032.

“ Expense Fund ” shall have the meaning assigned to it in Section 1.8(c) .

“ Expense Fund Amount ” shall have the meaning assigned to it in Section 1.8(c) .

“ Expiration Date ” shall have the meaning assigned to it in Section 8.1 .

“ Export Approvals ” shall have the meaning assigned to it in Section 2.20(b) .

“ Final Net Working Capital ” shall have the meaning assigned to it in Section 1.9(f) .

“ Financials ” shall have the meaning assigned to it in Section 2.7(a) .

“ FIRPTA Statement ” shall have the meaning assigned to it in Section 6.2(l) .

“ First Agreement of Merger ” shall have the meaning assigned to it in Section 1.1(a) .

“ First Effective Time ” shall have the meaning assigned to it in Section 1.2(b) .

“ First Merger ” shall have the meaning assigned to it in the Recitals .

“ Form of Election ” shall have the meaning assigned to it in Section 1.6(b)(i) .

“ Fundamental Representations ” shall have the meaning assigned to in Section 8.1 .

“ GAAP ” shall mean United States generally accepted accounting principles, consistently applied.

“ Governmental Entity ” shall mean any legislative body, court, administrative agency, entity or commission or other federal, state,county, local, regional or other foreign governmental authority, instrumentality, agency, entity or commission.

“ Harmful Code ” shall have the meaning assigned to it in Section 2.13(j) .

5

Exhibit 10.2

“ Hazardous Material ” shall mean any substance that has been designated by any Governmental Entity or by applicable LegalRequirement to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including PCBs, asbestos,petroleum, and urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response,Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservationand Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws.

“ Hazardous Materials Activities ” shall have the meaning assigned to it in Section 2.20(d) .

“ Holdback Amount ” shall mean four hundred and eighty two thousand and seven hundred and eighty dollars ($482,780).

“ Holdback Fund ” shall have the meaning assigned to it in Section 1.8(b)(i) .

“ Holdback Period ” shall have the meaning assigned to it in Section 8.4(a) .

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulationspromulgated thereunder.

“ Indebtedness ” of any Person shall mean, without duplication: (i) all liabilities of such Person for borrowed money, whether currentor funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes or similar instruments, and all liabilities in respect ofmandatorily redeemable or purchasable share capital or securities convertible into share capital; (ii) all liabilities of such Person for thedeferred purchase price of property or services, which are required to be classified and accounted for under GAAP as liabilities (for clarity,excluding accounts payable and accrued expenses included in the calculation of Net Working Capital); (iii) all liabilities of such Person inrespect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which areclassified and accounted as capital leases; (iv) all liabilities of such Person evidenced by any letter of credit or similar credit transactionentered into for the purpose of securing any lease deposit (to the extent drawn); (v) all liabilities of such Person for the reimbursement of anyobligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of a type described in clauses (i) through(iv) above to the extent of the obligation secured (to the extent drawn); (vi) all guarantees by such Person of any liabilities of a third party of anature similar to the types of liabilities described in clauses (i) through (v) above, to the extent of the obligation guaranteed, and (vii) allinterest, fees, change of control payments, prepayment premiums and other expenses owed with respect to the indebtedness referred to inclauses (i) through (vi) above. For clarity, in no event shall Indebtedness include any intercompany indebtedness.

“ Indemnification Claim Notice ” shall have the meaning assigned to it in Section 8.4(a) .

“ Indemnification Claim Objection Notice ” shall have the meaning assigned to it in Section 8.4(c) .

“ Indemnification Tax Benefit ” shall have the meaning assigned to it in Section 8.3(d) .

“ Indemnified D&O ” shall mean each Person who is or was an officer or director of the Company at or at any time prior to the FirstEffective Time.

“ Indemnified Party ” and “Indemnified Parties ” shall have the meaning assigned to them in Section 8.2(a) .

“ Indemnified Taxes ” shall mean (A) all Taxes of the Company or any of its Subsidiaries attributable to any Pre-Closing Tax Periodor the portion of any Straddle Period ending on the Closing Date, determined as if the Company and its Subsidiaries used the accrual methodof Tax accounting throughout such periods, treating any advance payments, deferred revenues or other prepaid amounts received or arising inany such periods as subject to Tax in such periods, regardless of when actually recognized for income Tax purposes, and treating allDeductions, to the extent properly deductible under applicable Legal Requirements in any Tax period (or portion thereof), as deductible in aPre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date, (B) all Taxes of the Company or any of

6

Exhibit 10.2

its Subsidiaries arising as a result of the Company or any of its Subsidiaries being (or ceasing to be), on or prior to the Closing Date, amember of an affiliated, combined, consolidated or unified group pursuant to Treasury Regulations Section 1.1502-6 (or any similarprovision of state, local or foreign law), as transferee or successor or by Tax Sharing Agreement, in each case, which relates to a transactionor event occurring on or before the Closing Date, and (C) all Transaction Payroll Taxes, and all Transfer Taxes that are the responsibility ofthe Equityholders pursuant to Section 7.7 ; provided , that , in each case, Indemnified Taxes shall not include (i) Taxes arising from anytransaction outside the ordinary course of business consistent with past practice on the Closing Date after the Closing, (ii) Taxes to the extentspecifically reflected as a liability in the calculation of Net Working Capital, (iii) Taxes to the extent specifically included in the calculation ofThird Party Expenses, or (iii) Transfer Taxes that are the obligation of Parent pursuant to Section 7.7 . For the avoidance of doubt, any Taxes(after taking into account the Deductions as provided herein) resulting from the Company’s change from the cash method to the accrualmethod of tax accounting as a result of the Merger shall be Indemnified Taxes.

“ Indemnifying Party ” and “ Indemnifying Parties ” shall have the meaning assigned to them in Section 8.2(a).

“ Information Statement ” shall have the meaning assigned to it in Section 5.2(a) .

“ Intellectual Property ” shall mean algorithms, APIs, data, databases, data collections, diagrams, formulae, inventions (whether ornot patentable), know-how, logos, designs, marks (including brand names, product names, logos, and slogans), methods, networkconfigurations and architectures, processes, proprietary information, protocols, schematics, specifications, Software, Software code (in anyform, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship(including written, audio and visual materials), business or technical information (including technical data, customer and supplier lists,pricing and cost information, and business and marketing plans and proposals), all other forms of technology(whether or not embodied in anytangible form and including all tangible embodiments of the foregoing), and other such items for which Intellectual Property Rights may besecured, including any documents or other tangible media containing any of the foregoing.

“ Intellectual Property Rights ” shall mean all rights of the following types, which may exist or be created under the laws of anyjurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights;(ii) trademark, service mark, business name, brand name, domain name and trade name rights and similar rights; (iii) trade secret rights; (iv)patents, patent applications, utility models, design rights, and all related patent rights; (v) other proprietary rights in Intellectual Property; (vi)rights in or relating to applications, registrations, renewals, extensions, combinations, revisions, divisions, continuations, continuations-in-partand reissues of, and applications for, any of the rights referred to in clauses (i) through (v) above; and (vii) all causes of action and rights tosue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse ormisappropriation.

“ Interested Party ” shall have the meaning assigned to it in Section 2.21 .

“ Interim Financials ” shall have the meaning assigned to it in Section 2.7(a) .

“ International Employee Plan ” shall mean each Company Employee Plan or Employee Agreement that has been adopted ormaintained by the Company or any of its Subsidiaries, whether formally or informally, or with respect to which the Company or any of itsSubsidiaries has or may reasonably be expected to have any liability, with respect to Employees who perform services outside the UnitedStates.

“ Investor Suitability Documentation ” shall have the meaning assigned to it in Section 5.13(a) .

“ IRS ” shall mean the United States Internal Revenue Service.

“ Joinder Agreements ” shall have the meaning assigned to it in the Recitals .

7

Exhibit 10.2

“ Key Employee Offer Letters ” shall have the meaning assigned to it in the Recitals .

“ Key Employees ” shall mean each of Myles Hunter, Alex Convery, Victor Kotseruba and Egor Shakhov.

“ Knowledge ” or “ Known ” shall mean, with respect to the Company, (a) the actual knowledge of each of the Key Employees andJonathan Sciama, and (b) the knowledge such Persons would be expected to have following reasonable inquiry of all directly reportingemployees, consultants and advisors of the Company and each of its Subsidiaries who have operational responsibility for the matters inquestion. For clarity, references in this Agreement to the “actual Knowledge” of the Company shall mean the preceding clause (a) only (andnot the preceding clause (b)).

“ Lease Agreements ” shall have the meaning assigned to it in Section 2.11 .

“ Leased Real Property ” shall have the meaning assigned to it in Section 2.11 .

“ Legal Requirement ” shall mean any applicable U.S. or non-U.S. federal, state, local or other constitution, law, treaty, directive,statute, ordinance, rule, regulation, published administrative position, policy or controlling principle of common law, or any Order, in anycase issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any GovernmentalEntity.

“ Licensed IP ” shall mean (a) all Intellectual Property Rights and Intellectual Property incorporated into, or used in the development,delivery, hosting or distribution of, the Company Products; and (b) all other Intellectual Property Rights and Intellectual Property used or heldfor use in the conduct of the business of the Company or any of its Subsidiaries, in each case that are not owned by, or purported to be ownedby, the Company or any of its Subsidiaries.

“ Licensed IP Contract ” shall mean any Contract to which the Company or any of its Subsidiaries is a party or by which theCompany or any of its Subsidiaries is bound, pursuant to which the Company or any of its Subsidiaries is granted a license, covenant not tosue, or other rights with respect to Licensed IP.

“ Lien ” shall mean any lien, pledge, charge, claim, mortgage, assessment, claims, hypothecation, infringement, deed of trust, lease,option, right of first refusal, easement, right of way, security interest, preemptive right, covenant, exclusive license, servitude, transferrestriction or other encumbrance of any kind or character whatsoever.

“ Loan Repayment Amount ” shall have the meaning assigned to it in Section 1.11 .

“ Lock-Up Agreements ” shall have the meaning assigned to it in the Recitals .

“ Loss ” and “ Losses ” shall have the meaning assigned to them in Section 8.2(a) .

“ Made Available ” shall mean that the Company has posted such materials to the virtual data room hosted by Dropbox and madeavailable to Parent and its representatives during the negotiation of this Agreement, but only if so posted and made available on or prior to thedate that is two (2) Business Days prior to the date of this Agreement.

“ Material Contracts ” shall have the meaning assigned to it in Section 2.14(a) .

“ Merger Sub I ” shall have the meaning assigned to it in the Preamble .

“ Merger Sub II ” shall have the meaning assigned to it in the Preamble .

“ Merger Subs ” shall have the meaning assigned to it in the Preamble .

“ Mergers ” shall have the meaning assigned to it in the Recitals .

8

Exhibit 10.2

“ Net Working Capital ” shall mean the Company’s total consolidated current assets (excluding Closing Cash and Tax assets) minusthe Company’s total consolidated current liabilities (excluding Third Party Expenses, Tax liabilities and Closing Indebtedness), in each caseas of immediately prior to the First Effective Time, and in each case, calculated in accordance with the Specified Accounting Principles.

“ Net Working Capital Target ” shall mean negative two hundred thousand dollars ($(200,000)).

“ Net Working Capital Collar ” shall mean one hundred thousand dollars ($100,000).

“ Non-Competition and Non-Solicitation Agreements ” shall mean the Non-Competition and Non-Solicitation Agreementsexecuted and delivered by each Key Employee on or prior to the date hereof in substantially the form attached hereto as Exhibit G .

“ Non-Continuing Employees ” shall mean all Employees other than Continuing Employees.

“ Non-Disclosure Agreement ” shall have the meaning assigned to it in Section 10.6 .

“ Non-Negotiated Vendor Contract ” shall mean a Contract that meets all of the following conditions: (i) such Contract grants to theCompany a non-exclusive license to download or use generally commercially available, non-customized Software, in object code form only,or a non-exclusive right to access and use the functionality of such Software on a hosted or “software-as-a-service” basis (and does notinclude any other licenses of Intellectual Property or Intellectual Property Rights except licenses to (A) Company’s feedback and suggestionsor (B) either party’s trademark for inclusion on customer lists or use in the provision of services); (ii) such Contract is a non-negotiable“shrink-wrap” or “click-through” Contract; (iii) the Software licensed or made available under such Contract is not included, incorporated orembedded in, linked to, combined or distributed with, or used in the development, design, delivery, distribution or provision of any CompanyProduct; (iv) the Contract does not require the Company to pay any license fee, subscription fee, service fee or other amount except for a one-time license fee of no more than $10,000 or ongoing subscription or service fees of no more than $5,000 per year; and (v) the Contract is nota license for Open Source Software.

“ Officer’s Certificate ” shall have the meaning assigned to it in Section 6.2(k) .

“ Open Source Software ” shall have the meaning assigned to it in Section 2.13(m)(i) .

“ Optionholder ” shall mean any holder of any Company Option as of immediately prior to the First Effective Time.

“ Optionholder Lock-Up Agreements ” shall have the meaning assigned to it in the Recitals .

“ Order ” shall mean any order, judgment, injunction, ruling, edict, or other decree, whether temporary, preliminary or permanent,enacted, issued, promulgated, enforced or entered by any Governmental Entity.

“ Parent ” shall have the meaning assigned to it in the Preamble .

“ Parent Common Stock ” shall mean shares of the common stock, par value $0.01 per share, of Parent.

“ Parent Material Adverse Effect ” shall mean any Effect that, individually or taken together with all other Effects that exist or haveoccurred prior to the date of determination of the occurrence of the Parent Material Adverse Effect, would reasonably be expected to preventor materially impair or materially delay the consummation of the Mergers or the ability of Parent the Merger Subs to perform their respectivecovenants and obligations pursuant to this Agreement.

“ Parent Option ” shall mean any option to purchase shares of Parent Common Stock issued pursuant to Section 1.6(c)(i) inconnection with the assumption of any Company Option.

9

Exhibit 10.2

“ Parent SEC Documents ” shall have the meaning assigned to it in Section 3.4(a) .

“ Parent Trading Price ” shall mean $6.00.

“ Payoff Letter ” shall have the meaning assigned to it in Section 5.9(a) .

“ Pension Plan ” shall mean each Company Employee Plan that is an “employee pension benefit plan,” within the meaning ofSection 3(2) of ERISA.

“ Per Share Cash Consideration ” shall mean, solely with respect to a share of Company Capital Stock issued and outstanding as ofimmediately prior to the First Effective Time for which a Cash Election was made in accordance with Section 1.6(b)(i) and Section 1.8(d) ,an amount in cash equal to the quotient obtained by dividing (x) the Total Consideration Value by (y) the Total Outstanding Shares.

“ Per Share Parent Stock Consideration ” shall mean, solely with respect to a share of Company Capital Stock issued andoutstanding as of immediately prior to the First Effective Time for which a Stock Election was made in accordance with Section 1.6(b)(i) andSection 1.8(d) , a number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) a number of shares of ParentCommon Stock equal to the quotient obtained by dividing (A) the Total Consideration Value by (B) the Parent Trading Price, by (y) the TotalOutstanding Shares.

“ Permitted Liens ” means (a) statutory liens for current Taxes not yet due and payable, (b) conditional sales or similar securityinterests granted in connection with the purchase of equipment or supplies in the ordinary course of business consistent with past practice, (c)statutory liens to secure obligations to landlords, lessors, or renters under leases or rental agreements, (d) deposits or pledges to the extentmade in connection with, or to secure payment of, workers’ compensation, unemployment insurance, or similar programs mandated byapplicable Legal Requirements, (e) statutory liens in favor of carriers, warehousemen, mechanics, and materialmen to secure claims for labor,materials, or supplies and other like liens (f) with respect to Company securities, any restrictions on transfer imposed by applicable federaland state securities laws, (g) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, andwhich do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected therebyand (h) non-exclusive licenses contained in Contracts entered into in the ordinary course of business by the Company or any of itsSubsidiaries.

“ Person ” shall mean an individual or entity, including without limitation a partnership, a limited liability company, a corporation, anassociation, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity (or any department,agency, or political subdivision thereof).

“ Personal Data ” shall mean, in addition to all information defined or described by the Company or any of its Subsidiaries as“personal information,” “personally identifiable information,” “PII,” or using any similar term, in any Company Privacy Policy or otherpublic-facing statement made by the Company or any of its Subsidiaries: (i) a natural person’s name, street address, telephone number, e-mailaddress, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bankinformation, customer or account number, biometric identifiers, or any other piece of information that alone or in combination with otherinformation directly or indirectly collected, held, or otherwise processed by or for the Company allows the identification or location of, orcontact with, a natural person (and for greater certainty includes all such information with respect to employees); (ii) any other informationdefined as “personal data”, “personally identifiable information”, “individually identifiable health information,” “protected healthinformation,” or “personal information” under any applicable Legal Requirement; and (iii) any information that is associated, directly orindirectly (by, for example, records linked via unique keys), with any of the foregoing.

“ Plan ” shall mean the Company’s 2015 Equity Incentive Plan, as amended.

“ Post-Closing Statement ” shall have the meaning assigned to it in Section 1.9(b) .

“ Pre-Closing Period ” shall have the meaning assigned to it in Section 4.1 .

10

Exhibit 10.2

“ Pre-Closing Return ” shall have the meaning assigned to it in Section 7.2(a) .

“ Pre-Closing Statement ” shall have the meaning assigned to it in Section 1.9(a) .

“ Pre-Closing Tax Period ” shall mean any taxable period ending on or before the Closing Date.

“ Privacy Legal Requirement ” shall mean an applicable Legal Requirement, applicable standard, rule, requirement, code, principle,or policy of a self-regulatory organization, the U.S.-EU Privacy Shield, the U.S.-European Union and U.S.-Swiss Safe Harbor programs, andany applicable published industry best practice or other standard, rule, requirement, code, principle, or policy (including the PCI DataSecurity Standard, other requirements of payment card brands and payment networks, and all standards, rules, requirements, codes,principles, and policies of Digital Advertising Next, the Interactive Advertising Bureau, the Network Advertising Initiative, the DigitalAdvertising Alliance, the European Digital Advertising Alliance, the Digital Advertising Alliance of Canada and their respective Affiliates,respectively) or contractual requirement, as it may in each case be or have been amended from time to time, in each case relating to(a) privacy or restrictions or obligations related to the collection, use, disclosure, transfer, transmission, storage, hosting, disposal, retention,interception or other processing of, or the security of, Private Data, (b) online advertising (including online behavioral advertising andinterest-based advertising), or (c) direct marketing, consumer communications, or consumer protection.

“ Private Data ” shall mean Behavioral Data and Personal Data.

“ Pro Rata Portion ” shall mean with respect to each Shareholder (other than holders of Cancelled Shares solely in their capacities assuch), an amount equal to the quotient obtained by dividing (x)

the aggregate amount of Parent Common Stock (having a per share value equal to at the Parent Trading Price) and cash issuable andpayable to such Shareholder pursuant to Section 1.6(b)(i) in respect of the shares of Company Capital Stock owned by such Shareholder as ofimmediately prior to the First Effective Time (including any cash retained by Parent and constituting part of the Holdback Fund pursuant toSection 1.8(b) , any cash withheld and paid to the Shareholder Representative as a portion of the Expense Fund pursuant to Section 1.8(c) orotherwise withheld in respect of Taxes), by (y) the aggregate amount of Parent Common Stock (having a per share value equal to the ParentTrading Price) and cash issuable and payable to all Shareholders pursuant to Section 1.6(b)(i) in respect of the shares of Company CapitalStock owned by all Shareholders as of immediately prior to the First Effective Time (including any cash retained by Parent and constituting apart of the Holdback Fund pursuant to Section 1.8(b) , withheld and paid to the Shareholder Representative as a portion of the Expense Fundpursuant to Section 1.8(c) or otherwise withheld in respect of Taxes).

“ Registered IP ” shall mean all Intellectual Property Rights that are registered, filed, or issued under the authority of, with or by anyGovernmental Entity, including all patents, registered copyrights, and registered trademarks, business names and domain names, and allapplications for any of the foregoing.

“ Regulation D ” shall mean Regulation D promulgated under the Securities Act.

“ Related Agreements ” shall mean the Non-Disclosure Agreement, the Joinder Agreements, the Lock-Up Agreements, the Non-Competition and Non-Solicitation Agreements, the 280G Waivers, the UK Subsidiary Transfer Documents, and all other agreements andcertificates entered into by the Company or any of the Shareholders in connection with the Transactions.

“ Representatives ” shall have the meaning assigned to it in Section 5.1(b) .

“ Requisite Shareholder Approval ” shall have the meaning assigned to it in Section 2.2 .

“ Review Period ” shall have the meaning assigned to it in Section 1.9(c) .

11

Exhibit 10.2

“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar successorrule that may be promulgated by the SEC.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Second Agreement of Merger ” shall have the meaning assigned to it in Section 1.2(b) .

“ Second Effective Time ” shall have the meaning assigned to it in Section 1.2(c) .

“ Second Merger ” shall have the meaning assigned to it in the Recitals .

“ Section 280G Payments ” shall have the meaning assigned to it in Section 5.2(b) .

“ Section 409A ” shall have the meaning assigned to it in Section 2.10(q)(i) .

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Settlement Date ” shall have the meaning assigned to it in Section 1.9(f) .

“ Shareholder ” shall mean any holder of any Company Capital Stock as of immediately prior to the First Effective Time (including,for clarity, each holder of Company Capital Stock following the conversion in full of all Company Promissory Notes into Company CapitalStock).

“ Shareholder Lock-Up Agreements ” shall have the meaning assigned to it in the Recitals .

“ Shareholder Representative ” shall have the meaning assigned to it in the Preamble .

“ Shareholder Representative Expenses ” shall have the meaning assigned to it in Section 8.6(c) .

“ Shareholder Written Consent ” shall have the meaning assigned to it in Section 5.2(a) .

“ Software ” means computer software and databases, together with, as applicable, object code, source code, firmware, files,development tools, and embedded versions thereof, and documentation related thereto.

“ Specified Accounting Principles ” shall mean the principles used to calculate the illustrative Net Working Capital in the mannerattached hereto as Schedule A.

“ Spreadsheet ” shall have the meaning assigned to it in Section 5.11 .

“ Standard Form IP Contract ” shall mean each standard form of Company IP Contract used by the Company or any of itsSubsidiaries at any time, including each standard form of the following types of agreements, to the extent the Company or any of itsSubsidiaries actually utilizes such a standard form in the conduct of its business: (i) license and/or service agreement; (ii) developmentagreement; (iii) distributor, reseller or affiliate agreement; (iv) employee agreement containing any assignment or license of IntellectualProperty or Intellectual Property Rights or any confidentiality provision; (v) professional services, outsourced development, consulting, orindependent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or anyconfidentiality provision; and (vi) confidentiality or nondisclosure agreement.

“ Standards Organizations ” shall have the meaning assigned to it in Section 2.13(c)(v).

“ Statement of Expenses ” shall have the meaning assigned to it in Section 5.10(b) .

“ Stock Election ” shall have the meaning assigned to it in Section 1.6(b)(i) .

12

Exhibit 10.2

“ Straddle Period ” shall mean any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, partnership, association, jointventure or other business entity of which such Person owns, directly or indirectly, more than fifty percent (50%) of the stock or other equityinterest entitled to vote on the election of the members of the board of directors or similar governing body.

“ Surviving Corporation ” shall have the meaning assigned to it in Section 1.1(a) .

“ Surviving LLC ” shall have the meaning assigned to it in Section 1.1(b) .

“ Tax ” mean any and all U.S. federal, state, local or non-U.S. taxes, charges, fees, duties, tariffs, imposts, levies or other assessmentsin the nature of a tax, including all income, alternative or add-on minimum tax, gross income, capital gains, estimated income, gross receipts,sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, business, license, registration, withholding, payroll, socialsecurity (or equivalent), employment, unemployment, disability, escheat and unclaimed property, excise, severance, stamp, occupation,premium, property (real, tangible or intangible), commercial rent, environmental or windfall profit tax, custom duty or other tax,governmental fee or other like assessment or charge of any kind whatsoever, together with any interest penalty, addition to tax or additionalamount (whether disputed or not) imposed by any Tax Authority.

“ Tax Authority ” shall have the meaning assigned to it in Section 2.10(a) .

“ Tax Matter ” shall have the meaning assigned to it in Section 7.5 .

“ Tax Representations ” shall have the meaning assigned to in Section 8.1 .

“ Tax Return ” shall have the meaning assigned to it in Section 2.10(a) .

“ Tax Sharing Agreement ” shall have the meaning assigned to it in Section 2.10(g) .

“ Third Party ” shall have the meaning assigned to it in Section 5.1(b) .

“ Third Party Claim ” shall have the meaning assigned to it in Section 8.5(a) .

“ Third Party Expenses ” shall mean, without duplication, all fees and expenses incurred by or on behalf of the Company and itsSubsidiaries in connection with this Agreement, the Mergers and the other Transactions, including, (i) all legal, accounting, financialadvisory, consulting, finders’, and all other fees and expenses of third parties incurred by the Company or any of its Subsidiaries inconnection with the negotiation and effectuation of the terms and conditions of this Agreement, all other agreements, instruments and otherdocuments referenced herein or contemplated hereby, the Merger and the other Transactions, (ii) any “single trigger” or similar bonus,severance, change-in-control payments, the Transaction Bonuses or similar payment obligations of the Company or any of its Subsidiariesthat become due or payable in connection with the consummation of the Merger and the other Transactions, excluding any acceleration of thevesting of any Company Option, (iii) all Transaction Payroll Taxes, (iv) any costs, expenses and fees of the Shareholder Representative notsatisfied from the Expense Fund or (v) premiums or other payments for any D&O Policy. For the avoidance of doubt, Third Party Expensesshall exclude all Taxes other than Transaction Payroll Taxes.

“ Threshold ” shall have the meaning assigned to it in Section 8.3(a) .

“ Top Customer ” shall have the meaning assigned to it in Section 2.24(a) .

“ Top Supplier ” shall have the meaning assigned to it in Section 2.24(b) .

“ Total Cash Consideration ” shall mean cash in amount equal to the sum of all cash consideration that has been paid to theShareholders pursuant to Section 1.6(b)(i) (including any cash retained and withheld in the Holdback

13

Exhibit 10.2

Fund pursuant to Section 1.8(b) and withheld and paid to the Shareholder Representative as a portion of the Expense Fund pursuant toSection 1.8(c) , or otherwise withheld in respect of Taxes).

“ Total Stock Consideration ” shall mean a number of shares of Parent Common Stock issued to the Shareholders pursuant toSection 1.6(b)(i).

“ Total Consideration Value ” shall mean an amount equal to four million, eight hundred and twenty seven thousand and eighthundred dollars ($4,827,800), plus (i) Closing Cash, minus (ii) Closing Indebtedness, minus (iii) the total amount of Third Party Expenses thatare incurred and unpaid by the Company prior to or as of the First Effective Time; in each case, without duplication. For purposes of clarity,the reference to $4,827,800 as the gross consideration value shall not be reduced by the Transaction Bonuses (even though the TransactionBonuses constitute Third Party Expenses and would otherwise reduce such gross consideration value) and the Parent shall cause theSurviving LLC to pay the Transaction Bonuses in accordance with the terms of Section 5.8(c) of this Agreement.

“ Total Outstanding Shares ” shall mean (without duplication) (i) the aggregate number of shares of Company Capital Stock issuedand outstanding as of immediately prior to the First Effective Time (taking into account all shares of Company Common Stock issued inrespect of outstanding Company Promissory Notes) as of immediately prior to the First Effective Time, plus (ii) the maximum aggregatenumber of shares of Company Capital Stock issuable upon full exercise, exchange or conversion of any other rights, whether vested orunvested, that are convertible into, exercisable for or exchangeable for, shares of Company Capital Stock issued and outstanding as ofimmediately prior to the First Effective Time (other than the Company Options to be assumed by Parent pursuant to Section 1.6(c)(i) ).

“ Transaction Payroll Taxes ” shall mean all employer portion payroll or employment Taxes incurred in connection with any“single-trigger” bonuses, severance, change-in-control payments, option cashouts or other compensatory payments in connection with theTransactions that are made before or substantially contemporaneously with or, to the extent such compensatory payments accrued on theClosing Date, shortly after the Closing.

“ Transactions ” shall have the meaning assigned to it in the Recitals .

“ Transfer Taxes ” shall mean any and all transfer, documentary, sales, use, registration, real property transfer, stamp, excise or stocktransfer Taxes and other similar Taxes, and any penalties or interest with respect thereto, imposed with respect to the Transactions.

“ Unaccredited Investor ” shall have the meaning assigned to it in Section 5.13(a) .

“ Unresolved Claims ” shall have the meaning assigned to it in Section 8.4(a) .

“ Withholding Agents ” shall have the meaning assigned to it in Section 1.10 .

“ Year-End Financials ” shall have the meaning assigned to it in Section 2.7(a) .

14

Exhibit 10.2

Schedule ASpecified Accounting Principles

Note : The below amounts set forth each line-item and the resulting calculations are for illustrative purposes only.

Estimated Working Capital At Close

Current Assets Cash & Cash Equivalents 0AR 92,577Pre-Paid Rent 4,020AWS Credits 36,353Total Current Assets 132,951

Current Liabilities Credit Cards 16,000Paid unused hours 304,640Edcloud 1,625Law Firm/Accounting Firm 0Payroll Liability 0PTO 4,272Rent Liability 0Total Current Liabilities 326,537

Net Working Capital (193,586)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew S. Clark, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Zovio Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: May 9, 2019

/s/ ANDREW S. CLARK

Andrew S. Clark

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin Royal, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Zovio Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: May 9, 2019

/s/ KEVIN ROYAL

Kevin Royal

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2019 (the “Report”) of Zovio Inc (the “Company”), each of theundersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 9, 2019

/s/ ANDREW S. CLARK Andrew S. Clark

President and Chief Executive Officer(Principal Executive Officer)

Dated: May 9, 2019

/s/ KEVIN ROYAL Kevin Royal

Chief Financial Officer(Principal Financial Officer)

This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Thiscertification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to theextent the Company specifically incorporates it by reference into such a filing.

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and ExchangeCommission or its staff upon request.