Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of March 16, 2001, the authorized capital stock of Parent consists of: (i) 200,000,000 35,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stockpreferred stock. As of November 24March 16, 2001, 65,966,332 17,429,183 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding and 27,437 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no outstanding. No shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares capital stock of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Parent Common Stock held by any Parent Subsidiary. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent and there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Neither Parent nor any Subsidiary of Parent, is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of March 16, 2001: (i) 5,875,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under Parent's 1997 Equity Incentive Plan and options to acquire 3,935,645 shares of Parent Common Stock are outstanding; (ii) 350,000 shares of Parent Common Stock are reserved for issuance, and an additional 350,000 subject to stockholder approval, pursuant to stock options under Parent's 1997 Non-Employee Directors' Stock Option Plan and options to acquire 270,000 shares of Parent Common Stock are outstanding; (iii) 6,000,000 shares of Parent Common Stock are reserved for issuance pursuant to Parent's 1999 Equity Incentive Plan and options to acquire 3,998,183 shares of Parent Common Stock are outstanding; and (iv) 350,000 shares of Parent Common Stock are reserved for issuance, and an additional 1,000,000 subject to stockholder approval, pursuant to Parent's 1997 Employee Stock Purchase Plan (the "Parent ESPP"). (Stock options granted by Parent pursuant to the Parent Stock Option Plans or otherwise are referred to collectively herein as "Parent Options.") (c) Except as set forth in Section 3.3(a) or (b) above, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent (items (i) through (iv), collectively, "Parent Stock Rights") (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except for directors' qualifying shares, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractsnonassessable.

Capitalization, Etc. (a) The authorized capital stock of Parent the Company consists of: (i) 200,000,000 30,000,000 shares of Parent Company Common Stock and (ii) 5,000,000 shares of Parent Company Preferred Stock. As of November 24March 16, 2001, 65,966,332 12,353,818 shares of Parent Company Common Stock have been issued and are outstanding, 689,678 outstanding and no shares of Parent Cumulative the Company Preferred Stock have been issued or and are outstanding and no outstanding. No shares of Parent Series A Preferred Stock are issued and outstanding. As capital stock of November 24, 2001, 360,701 shares of Parent Common Stock the Company are held in Parentthe Company's treasury. All of the outstanding shares of Parent Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the Company's Subsidiaries. None of the outstanding shares of Parent Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parentthe Company and there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Constituent Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of March 16, 2001: (i) 350,950 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1992 Stock Option Plan and options to acquire 56, 500 shares of Company Common Stock are outstanding; (ii) 303,501 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1993 Stock Option Plan and options to acquire 5,875 shares of Company Common Stock are outstanding; (iii) 107,750 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1994 Stock Option Plan and options to acquire 5,500 shares of Company Common Stock are outstanding; (iv) 85,633 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1995 Stock Option Plan and options to acquire 5,677 shares of Company Common Stock are outstanding; (v) 2,400,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1996 Incentive and Nonqualified Stock Option Plan and options to acquire 1,870,464 shares of Company Common Stock are outstanding; (vi) 150,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1997 Director Stock Option Plan and options to acquire 125,000 shares of Company Common Stock are outstanding; and (vii) 200,000 shares of Company Common Stock are reserved for issuance pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Company ESPP") (Stock options granted by the Company pursuant to the Company Stock Option Plans or otherwise are referred to collectively herein as "Company Options.") Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of March 16, 2001: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. The Merger and the transactions contemplated herein has not and will not result in the acceleration of the vesting schedule for any Company Options. (c) Except as set forth in Section 2.3(a) or (b) above, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Constituent Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Constituent Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Constituent Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Constituent Corporations (items (i) through (iv) above, collectively, "Company Stock Rights"). (d) All outstanding shares of Parent Company Common Stock Stock, all outstanding Company Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Company's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except for directors' qualifying shares, are owned beneficially and of record by Parentthe Company, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of the Capitalization Date, the authorized capital stock of Parent consists of: consisted of 70,000,000 shares of Parent Common Stock, of which 16,500,050 shares were issued and outstanding (i) 200,000,000 inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the Company); and (ii) 5,000,000 shares of Parent Preferred Stockpreferred stock, par value $0.0001 per share, of Parent, of which no shares were issued or outstanding. As of November 24, 2001, 65,966,332 the Capitalization Date: (i) 4,071,600 shares of Parent Common Stock have been issued and are outstandingwere held in the treasury of the Company, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 (ii) 2,640,548 shares of Parent Common Stock were subject to issuance pursuant to outstanding stock options granted under the Parent Option Plans (stock options granted by Parent pursuant to the Parent Option Plans or otherwise are held in referred to collectively herein as "Parent Options"), (iii) 512,192 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued pursuant to the Parent Option Plans (the "Parent RSUs") and (iv) 326,234 shares of Parent Common Stock were reserved for issuance pursuant to Parent's treasury2003 Employee Stock Purchase Plan and the 2003 Foreign Subsidiary Employee Stock Purchase Plan (collectively, the "Parent ESPP"). All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of ParentParent and there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Parent is not under any obligation or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) Except as set forth in Section 4.4(a) above and except for rights under the Parent ESPP to purchase shares of Parent Common Stock, as of the Agreement Date, there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (c) All outstanding shares of Parent Common Stock Stock, Parent Options and all outstanding shares of capital stock of each Significant Subsidiary other securities of Parent have been issued and granted in compliance with (i) all applicable securities laws Laws and other applicable Legal Requirements, Laws and (ii) all requirements set forth in applicable Contracts. All outstanding Parent ContractsOptions were granted with a per share exercise price no lower than the fair market value of one share of Parent Common Stock as of the grant date. All shares of Parent Common Stock subject to issuance pursuant to Parent Options and Parent RSUs will, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, and nonassessable. (d) The authorized capital stock of Merger Sub consists solely of 1,000 shares of Merger Sub Common Stock. As of the Agreement Date, there are 1,000 shares of Merger Sub Common Stock issued and outstanding. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent Merger Sub have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent or another wholly-owned Subsidiary of Parent, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws. Merger Sub was formed solely for the purpose of effecting the Merger. Merger Sub has not and will not engage in any activities other than those contemplated by this Agreement and has, and will have as of immediately prior to the Effective Time, no liabilities other than those contemplated by this Agreement. (e) As of the Agreement Date, all membership interests of Merger LLC are issued and outstanding. All of the membership interests of Merger LLC have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws. The Parent Common Stock Merger LLC was formed solely for the purpose of effecting the Upstream Merger. Merger LLC has not and will not engage in any activities other than those contemplated by this Agreement and has, and will have as of immediately prior to be issued in the Merger willEffective Time, when issued in accordance with the provisions of no liabilities other than those contemplated by this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent the Company consists of: (i) 200,000,000 twenty-six million shares of Parent Company Common Stock and (ii) 5,000,000 Stock, of which 16,861,385 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares outstanding as of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares the date of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Parent Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of Parentthe Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) All outstanding As of the date of this Agreement: (i) 639,499 shares of Parent Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2006 Equity Incentive Plan; (ii) 748,928 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2005 Equity Incentive Plan; (iii) 161,560 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2002 Equity Incentive Plan;(iv) 22,860.5 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2001 Equity Incentive Plan; (v) 38,335.4 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 1995 Stock Option Plan; (vi) 28,600.2 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Interland-Georgia 1999 Stock Plan; and (vii) 1,875,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding outside any other written stock option plan. (Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Company’s stock option plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.”) Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options (other than any stock option plans pursuant to which (A) no options are presently outstanding; and (B) no options may be granted in the future), and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Part 2.3(b) or Part 2.3(c) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of each Significant Subsidiary any of Parent the Acquired Corporations. (d) Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, all outstanding capital stock, options and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All . (e) Except as set forth in Part 2.3(e) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each the corporations identified in Part 2.1(a)(ii) of the Significant Subsidiaries of Parent Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parentthe Company, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 200,000,000 900,000,000 shares of Parent Common Stock; and (ii) 2,000,000 shares of Parent Preferred Stock, of which no shares are outstanding. As of April 15, 2005, 244,726,482 shares of Parent Common Stock were issued and (ii) 5,000,000 shares of Parent Preferred Stockoutstanding. As of November 24, 2001, 65,966,332 No shares of Parent Common Stock have been issued by Parent during the period commencing on April 16, 2005 and are outstanding, 689,678 shares ending on the date of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstandingthis Agreement. As of November 24April 15, 20012005, 360,701 33,445,812 shares of Parent Common Stock are held in were subject to issuance pursuant to outstanding Parent Options. No Parent Options have been granted during the period commencing on April 16, 2005 and ending on the date of this Agreement. (b) As of April 15, 2005, 200,000 shares of Parent Preferred Stock, designated as Series A Preferred Stock, were reserved for future issuance upon exercise of the rights issued pursuant to the Fourth Amended and Restated Rights Agreement dated as of July 1, 2000, between Parent and Computershare Investor Services, LLC, as Rights Agent. As of April 15, 2005: (i) 11,963,050 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's treasury1997 Employee Stock Purchase Plan (the "Parent ESPP"); and (ii) 7,802,379 shares of Parent Common Stock were reserved for future issuance pursuant to stock options not yet granted under Parent's stock option plans. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (bc) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements Except as set forth in applicable Parent Contracts. All Sections 3.2(a) and 3.2(b), and except as set forth in Part 3.2(c) of the outstanding shares of capital stock of each Parent Disclosure Schedule, as of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions date of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with there is no: (i) all applicable outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities laws and other applicable Legal Requirements, and of Parent; (ii) all requirements set forth in applicable outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent Contractsis or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 150,000,000 shares of Parent Common Stock Stock; and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stock. As of November 24June 22, 20012007, 65,966,332 17,680,230 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are were issued and outstanding. As of November 24the date of this Agreement, 2001, 360,701 no shares of Parent Common Preferred Stock are held in Parent's treasuryissued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of ParentStock. (b) All outstanding As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and all outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of each Significant Subsidiary Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock of Parent have been or any of its Subsidiaries. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of (i) 200,000,000 3,700,000,000 shares of Parent Common Stock Stock, par value $0.0001 and (ii) 5,000,000 50,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or all of which are outstanding and no shares of Parent designated Series A Preferred Stock Stock, par value $0.0001 and none of which are issued and outstanding. As of November 24the Effective Time, 2001, 360,701 354,860,484 shares of Parent Common Stock are were issued and outstanding, 1,131,688,203 shares of Parent Common Stock were held in Parent's treasuryreserve by Parent to accommodate certain convertible financing activities. All of the The issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. None During the period from January 26th, 2014 to the date of this Agreement, (i) there have been no issuances by Parent of shares of capital stock of Parent other than for the conversion or retirement of debt and (ii) there have been no issuances of any options, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to January 26th, 2014, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to take any such action, and other than the convertible debt holders disclosed in Exhibit G there are no outstanding contractual obligations of Parent of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock is entitled Stock, there are no outstanding bonds, debentures, notes or subject other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any preemptive right, right matters on which stockholders of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of ParentParent may vote. (b) Except as set forth in Section 3.3(a) and Exhibit 3.3(b), (i) there are no shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. (c) All outstanding shares of Parent Common Stock Stock, and all outstanding shares of capital stock of each Significant Subsidiary other securities of Parent have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, Requirements applicable to Parent; and (ii) all material requirements set forth in applicable Contracts to which Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractsis a party.

Capitalization, Etc. (a) The authorized capital stock of Parent the Company consists of: (i) 200,000,000 20,000,000 shares of Parent Company Common Stock and (ii) 5,000,000 Stock, of which 7,908,022 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Parent Cumulative Preferred Stock Stock, $.10 par value per share, of which no shares have been issued or are outstanding and no outstanding. Except as set forth in Part 3.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 3.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Parent Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of Parentthe Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of the date of this Agreement: (i) 0 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's Director Equity Compensation Plan; (ii) 350,500 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (iii) 66,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1986 Stock Option Plan; (iv) 92,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1991 Stock Option Plan; and (v) 354,172 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 2002 Employee Stock Purchase Plan (the "ESPP"). Part 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) whether the vesting and/or exercisability of such Company Option shall accelerate in connection with the transactions contemplated by this Agreement; and (viii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Parent Company Common Stock Stock, Company options, warrants and all outstanding shares other securities of capital stock of each Significant Subsidiary of Parent the Acquired Corporations have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. . (e) All of the outstanding shares of capital stock of each of the Significant Company's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parentthe Company, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 50,000,000 shares of Parent Common Stock and (ii) 5,000,000 500,000 shares of Parent Preferred Stock. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of November 24October 21, 20012003, 65,966,332 13,270,758 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding and no shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 No shares of Parent Common Stock are held in Parent's treasury’s treasury or are held by any of Parent’s Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which Parent is a party and, to Parent’s knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of Parent Common Stock other than the Parent Voting Agreements. None of the SafeNet Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of October 22, 2003: (i) 269,404 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1999 Employee Stock Option Plan, of which options to acquire 251,201 shares of Parent Common Stock are outstanding; (ii) 18,203 shares of Parent Common Stock are reserved for issuance under the 1999 Stock Bonus Plan, of which no shares of Parent Common Stock are outstanding; (iii) 79,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Non-Employee Director Stock Option Plan, of which options to acquire 69,000 shares of Parent Common Stock are outstanding; (iv) 1,950,670 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2001 Omnibus Stock Option Plan, of which options to acquire 1,468,048 shares of Parent Common Stock are outstanding; (v) 105,330 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1989 Stock Option Plan, of which options to acquire 99,204 shares of Parent Common Stock are outstanding; (vi) 26,449 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink Restated 1994 Flexible Stock Incentive Plan, of which options to acquire 24,378 shares of Parent Common Stock are outstanding; (vii) 616 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 616 shares of Parent Common Stock are outstanding; (viii) 1050 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink 2001 Nonqualified Stock Incentive Plan, of which options to acquire 1050 shares of Parent Common Stock are outstanding; and (ix) 186,383 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the “Parent ESPP”). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as “Parent Options.” Schedule 3.3(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of October 21, 2003: (i) [intentionally omitted]; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the SafeNet Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the SafeNet Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”); or (iv) Contract under which any of the SafeNet Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (“Parent Rights Agreements”) (items (i) through (iv) above, collectively, “Parent Stock Rights”). (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent ContractsCommon Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the SafeNet Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Schedule 3.3(d) sets forth all entities (other than Subsidiaries) in which any of the SafeNet Corporations has any ownership interest and the amount of such interest. (e) Parent Common Stock to be issued in owns directly all of the outstanding stock of Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent ContractsSub.

Capitalization, Etc. (a) The authorized share capital stock of Parent Cyclacel consists of: (i) 200,000,000 of 19,837,045 Cyclacel Shares, of which 1,871,210 ordinary shares of Parent Common Stock and (ii) 5,000,000 0.1 ▇▇▇▇▇ each, 17,965,835 preferred D shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 0.1 ▇▇▇▇▇ each and zero deferred shares of Parent Common Stock 0.1 ▇▇▇▇▇ each, have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement. Cyclacel does not hold any shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Common Stock Cyclacel Shares have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock Cyclacel Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right. None of the outstanding Cyclacel Shares is subject to any right of first refusal in favor of ParentCyclacel. Except as contemplated herein, there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, transferring, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Cyclacel Shares. Cyclacel is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares or other securities. Cyclacel does not hold any repurchase rights with respect to Cyclacel Shares. There is no share capital, interest or other security of Cyclacel, other than the Cyclacel Shares all of which are described in the first sentence of this Section 2.3(a). Seller is the registered and beneficial owner of all of the Cyclacel Shares, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of Cyclacel. Upon consummation of the Stock Purchase, (i) Xcyte will acquire good title to all of the issued and outstanding Cyclacel Shares, free and clear of all Encumbrances and (ii) Cyclacel will become a wholly-owned subsidiary of Xcyte. (b) Cyclacel does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests or other securities of Cyclacel; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share capital stock, interests or other securities of Cyclacel; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel is or may become obligated to sell or otherwise issue any share capital, interests or any other securities; (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any share capital, interests or other securities of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Cyclacel. (d) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent Cyclacel Shares have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Parent ContractsCyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent Companies have been duly authorized delivered and no fines or penalties are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear outstanding. Cyclacel has not received any notice of any Encumbrancesintended application for the rectification of the register of members of Cyclacel. The Parent Common Stock Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to be issued redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the Merger will, when capital of Cyclacel has been issued or transferred except in accordance with the provisions its memorandum and articles of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractsassociation.

Capitalization, Etc. (a) The As of the close of business on July 12, 2018, the authorized capital stock of Parent consists of: (i) 200,000,000 125,000,000 shares of Parent Common Stock and (ii) 5,000,000 Stock, of which 26,085,274 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 ; and (ii) 3,000,000 shares of Parent Cumulative Preferred Stock Stock, of which no shares have been issued or are outstanding and no outstanding. Parent holds 3,914,726 shares of its capital stock in its treasury, and none of the Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 Entities (other than Parent) holds any shares of Parent Common Stock are held or any rights to acquire shares of Parent Common Stock. From the close of business on July 12, 2018 to the date of this Agreement, there have been no issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent, other than the issuance of Parent Common Stock: (A) upon the exercise of Parent Warrants; or (B) upon the vesting or settlement of Parent RSUs, in Parent's treasuryeach case, that were outstanding at the close of business on July 12, 2018 and in accordance with their terms in effect at such time. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Parent Common Stock to be issued in the First Merger will be duly authorized, validly issued, fully paid and nonassessable. (b) Part 3.3(b) of the Parent Disclosure Schedule sets forth, as applicable, as of the date of this Agreement (i) the number of outstanding Parent Warrants, the number of shares of Parent Common Stock subject thereto and the expiration date thereof, and (ii) the number of outstanding Parent RSUs, the number of shares of Parent Common Stock subject thereto or issuable upon settlement or exercise thereunder, the grant dates and the vesting schedule. (c) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participationrepurchase or forfeiture, right of maintenance or any similar right, except that the Parent Restricted Stock is subject to a right or of repurchase in favor of Parent. None of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. There is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock or any securities of any Significant Subsidiary of any Parent Entity. None of the Parent Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (bd) As of the close of business on July 12, 2018, no shares of Parent Common Stock constitute Parent Restricted Stock. (e) Except as set forth in Section 3.3(a), Section 3.3(b), Section 3.3(c) and Section 3.3(d) or in Part 3.3(e) of the Parent Disclosure Schedule, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted or issued by any Parent Entity to acquire any shares of the capital stock or other securities of any of the Parent Entities; (ii) outstanding security, instrument or obligation of a Parent Entity that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent Entities; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards issued in each case by a Parent Entity with respect to any of the Parent Entities; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Parent Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) All outstanding shares of Parent Common Stock Stock, and all outstanding shares other securities of capital stock of each Significant Subsidiary of the Parent Entities (including under the Parent Equity Plan), have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts, except where the failure to be so issued and granted, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent ContractsMaterial Adverse Effect. As of July 12, 2018, 1,577,454 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Equity Plan. (g) All of the outstanding shares of capital stock of or other equity securities of, or other ownership interests in, each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and, in the case of corporate Subsidiaries, nonassessable, and nonassessable such shares, securities or interests are free of preemptive rights and are owned beneficially and of record by ParentParent (other than: (i) as expressly set forth in Part 3.3(g) of the Parent Disclosure Schedule; and (ii) with respect to those Subsidiaries of Parent organized under the laws of foreign jurisdictions where shares of capital stock or other equity securities or ownership interests are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 3.3(g) of the Parent Disclosure Schedule), free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all Encumbrances (other than restrictions on transfer imposed by applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws).

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock Parent Capital Stock consists solely of Parent consists of: (i) 200,000,000 35 million shares of Parent Common Stock and Class A common stock, (ii) 5,000,000 200 million shares of Class B common stock, and (iii) 10 million shares of Parent Preferred Stock. A total of 23,921,892 of shares of Parent Class B Common Stock, 787,163 shares of Parent Class A Common Stock and no shares of Parent Preferred Stock are issued and outstanding as of the date hereof. As of November 24the date hereof, 2001, 65,966,332 Parent has reserved the following shares of Parent Common Stock have been for issuance to employees, non-employee directors and consultants pursuant to the Parent Equity Plan or otherwise: 638,409 shares are subject to outstanding and unexercised options to purchase Parent Class B Common Stock, 608,541 shares are subject unvested restricted stock awards, and 171,986 shares remain available for issuance thereunder. The Debt of Parent as of the Parent date hereof is listed in Part 3.2(a) of the Parent Disclosure Schedule. (b) Except as described in Section 3.2(a) (Capitalization, Etc.), (A) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) issued or granted by Parent, and there are outstandingno securities of Parent outstanding which upon conversion or exchange would require, 689,678 the issuance, sale or transfer of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Parent Cumulative Preferred Capital Stock have been issued or other equity securities of Parent, (B) there are outstanding and no obligations, contingent or otherwise, of Parent to (1) repurchase, redeem or otherwise acquire any shares of Parent Series A Preferred Capital Stock or (2) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person,. (c) There are issued and outstandingno outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Parent. (d) There are no bonds, debentures, notes or other Debt of Parent or its Subsidiaries having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which holders of Parent Capital Stock may vote. As There are no voting trusts, irrevocable proxies or other Contracts or understandings to which Parent, or any holder of November 24, 2001, 360,701 the warrants or options to purchase Parent Common Stock is a party or is bound with respect to the voting or consent of any shares of Parent Common Stock are held in Parent's treasury. Capital Stock. (e) All of the outstanding shares of Parent Common Capital Stock are and have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or , are not subject to any preemptive rightrights, right of participationpurchase options, right of maintenance or any similar right or subject to any right call options, rights of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock or similar rights or any other Liens and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in all material respects in compliance with (i) all applicable securities laws Laws and other applicable Legal RequirementsLaws. (f) The authorized capital stock of First Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and (ii) all requirements set forth in applicable Parent Contractsoutstanding. All of the issued and outstanding shares of capital stock of First Merger Sub is, and as of the First Effective Time shall be, directly or indirectly owned by Parent. (g) The Second Merger Sub has only one class of membership interests. All of the issued and outstanding equity interests of Second Merger Sub is, and as of each of the Significant Subsidiaries First Effective Time and Second Effective Time shall be, directly or indirectly owned by Parent.. (h) All of the Parent have been duly authorized and are validly issuedSubsidiaries, except Merger Subs, are fully paid and nonassessable and are owned beneficially and set forth in the Parent SEC Documents. Parent owns, directly or indirectly, the capital stock or other equity interests of record by Parenteach Parent Subsidiary, free and clear of any Encumbrances. Liens, and all of the issued and outstanding shares of capital stock or other equity interests of each Parent Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. (i) The Parent Common Stock to be issued in is listed on the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal RequirementsNYSE. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractswill maintain such listing immediately after Closing.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 30,000,000 shares of Parent Common Stock and (ii) 5,000,000 of no par value per share, of which 15,711,877 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and Stock, no par value per share, of which no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Schedule 3.3(a) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock or Parent Preferred Stock. Parent is not under any obligation or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. Parent is the sole owner of each outstanding share of capital stock and/or other equity interests in each Parent Subsidiary. (b) As of the date of this Agreement, 2,268,686 shares of Parent Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and otherwise are referred to in this Agreement as "Parent Options."). Parent has made available to the Company (A) accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Parent Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Parent Option was granted; (iii) the name of the optionee; (iv) the number of shares of Parent Common Stock subject to such Parent Option; (v) the exercise price of such Parent Option; (vi) the date on which such Parent Option was granted; (vii) the applicable vesting schedules, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Parent Option expires. (c) Except as set forth in Schedule 3.3(c) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option (other than Parent Options described under Section 3.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any Parent Subsidiary. (d) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent the Company consists of: (i) 200,000,000 of 55,000,000 shares of Parent Company Common Stock and (ii) 5,000,000 shares of Parent Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of November 24October 21, 20012003, 65,966,332 26,774,480 shares of Parent Company Common Stock have been issued and are outstanding, 689,678 outstanding and no shares of Parent Cumulative the Company Preferred Stock have been issued or and are outstanding and no outstanding. No shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Company Common Stock are held in Parent's treasurythe Company’s treasury or held by any of the Company’s Subsidiaries. All of the outstanding shares of Parent Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parentthe Company. There is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of Company Common Stock other than the Company Voting Agreements. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of October 21, 2003: (i) 600,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2003 Stock Option Plan, of which options to acquire 120,000 shares of Company Common Stock are outstanding; (ii) 3,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2001 Nonstatutory Stock Option Plan, of which options to acquire 2,332,027 shares of Company Common Stock are outstanding; (iii) 1,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2000 Stock Option Plan, of which options to acquire 1,405,993 shares of Company Common Stock are outstanding; and (iv) 9,100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Restated 1990 Stock Option Plan, of which options to acquire 2,052,605 shares of Company Common Stock are outstanding. Stock options granted by the Company pursuant to the Company Stock Option Plans, as well as any stock options granted by Company outside of the Company Stock Option Plans, are referred to collectively herein as “Company Options.” Schedule 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of October 21, 2003: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option and the number of such shares that have been exercised; (iv) the current exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Company Option including any acceleration of vesting upon a change in control of the Company; (viii) the expiration date of the Company Option; and (ix) the period of time following termination of employment during which the Company Option may be exercised if not expired. The Company has delivered or made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 2.3(a) or Section 2.3(b) above, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”); or (iv) Contract under which any of the Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (“Company Rights Agreements”) (items (i) through (iv) above, collectively, “Company Stock Rights”). (d) All outstanding shares of Parent Company Common Stock Stock, all outstanding Company Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable Parent Contractsto the issuance of Company Common Stock, granting of Company Options and/or the issuance of shares of capital stock of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Significant Company’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parentthe Company, free and clear of any Encumbrances. The Parent Common Stock to be issued Schedule 2.3(d) sets forth all entities (other than Subsidiaries) in which any of the Merger will, when issued in accordance with Acquired Corporations has any ownership interest and the provisions amount of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractssuch interest.

Capitalization, Etc. (a) The authorized capital stock of Parent the Company consists of: (i) 200,000,000 100,000,000 shares of Parent Company Common Stock Stock; and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stock, par value $.001 per share. As of November August 24, 20012000, 65,966,332 33,109,850 shares of Parent Company Common Stock have been issued and are outstanding, 689,678 outstanding and no shares of Parent Cumulative the Company's Preferred Stock have been issued or are outstanding and no outstanding. No shares of Parent Series A Preferred Stock are issued and outstanding. As capital stock of November 24, 2001, 360,701 shares of Parent Common Stock the Company are held in Parentthe Company's treasury. All of the outstanding shares of Parent Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the Company's Subsidiaries. None of the outstanding shares of Parent Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parentthe Company and there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of August 24, 2000: (i) 931,137 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Stock Plan; (ii) 5,621,826 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1997 Stock Plan; (iii) 130,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's Director Option Plan; and (iv) 577,664 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "Company ESPP"), 52,670 of which are subject to issuance pursuant to stock options granted and outstanding under the Company ESPP. (Stock options granted by the Company pursuant to the 1993 Stock Plan, the 1997 Stock Plan and the 1997 Director Stock Plan are referred to collectively herein as "Company Options.") Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options to the extent such plans or agreements have not been filed as exhibits to the Company SEC Documents (as defined in Section 2.4(a)). (c) Except as set forth in Sections 2.3(a) or 2.3(b), as of the date hereof there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Parent Company Common Stock Stock, all outstanding Company Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Company's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parentthe Company, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 shares of Parent Common Stock Stock, of which 80,411,856 shares are issued and outstanding as of Reference Date; and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stock. As , of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and which no shares of Parent Series A Preferred Stock are issued and outstanding. As or outstanding as of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurythe Reference Date. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the AcelRx Companies (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) (i) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right pursuant to the certificate of incorporation (or similar organizational document) or Contract to which any AcelRx Company or, to Parent’s knowledge, to which any stockholder of Parent, is a party; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the AcelRx Companies is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of the Reference Date: (i) 13,339,337 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 2,069,206 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 1,131,469 shares of Parent Common Stock are subject to issuance upon the vesting of Parent RSUs; (iv) 4,037,524 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans; and (v) 176,679 shares of Parent Common Stock are subject to issuance pursuant to Parent Warrants. (d) Except as set forth in Sections 3.3(a) and 3.3(c), as of the Reference Date there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the AcelRx Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the AcelRx Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the AcelRx Companies are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other Parent Equity Awards and other securities of capital stock of each Significant Subsidiary of Parent the AcelRx Companies, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (f) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all other than restrictions under applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent ContractsPermitted Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 60,000,000 shares of Parent Common Stock Stock, of which 28,400,393 shares have been issued and 27,756,493 are outstanding as of the date of this Agreement; and (ii) 5,000,000 2,000,000 shares of Parent Preferred Stock. As , of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no outstanding. Parent holds 643,900 shares of Parent Series A Preferred Stock are issued and outstanding. As its capital stock in its treasury as of November 24, 2001, 360,701 shares the date of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Accelrys Corporations (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Accelrys Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of the date of this Agreement, 400,000 shares of Parent Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the “Rights”) issued pursuant to the Parent Rights Agreement. (d) As of the date of this Agreement: (i) 3,543,660 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 494,900 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 949,577 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 1,155,818 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Equity Awards not yet granted under the Parent Option Plans. (e) Parent has Made Available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option, a Parent RSU, or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Parent Equity Award is in the form of Parent RSUs, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Accelrys Corporations. Each Parent Equity Award was granted in accordance with the terms of the Parent Employee Plan applicable thereto. (f) Except as set forth in Sections 3.3(a) and 3.3(d), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Accelrys Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Accelrys Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Accelrys Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Accelrys Corporations. (g) All outstanding shares of Parent Common Stock Stock, and all outstanding shares Parent Equity Awards and other securities of capital stock of each Significant Subsidiary of Parent the Accelrys Corporations, have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (h) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent Brainworks consists of: (i) 200,000,000 of 25,000,000 shares of Parent Brainworks Common Stock and (ii) 5,000,000 Stock, of which 2,271,090 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstandingoutstanding as of the date of this Agreement. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule, 689,678 Brainworks does not hold any shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Brainworks Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None As of the date of this Agreement, there are no shares of Brainworks Common Stock held by any of the other Brainworks Corporations. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule: (i) none of the outstanding shares of Parent Brainworks Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Brainworks Common Stock is subject to any right of first refusal in favor refusal; and (iii) there is no Brainworks Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of Parent(or granting any option or similar right with respect to), any shares of Brainworks Common Stock. None of the Brainworks Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Brainworks Common Stock. (b) As of the date of this Agreement: (i) 440,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Brainworks' 2000 Stock Option Plan; and (ii) 264,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options outstanding and granted other than under the Brainworks' 2000 Stock Option Plan. (Stock options granted by the Brainworks pursuant to Brainworks' stock option plans and otherwise are referred to in this Agreement as "Brainworks Options.") Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each Brainworks Option outstanding as of the date of this Agreement: (x) whether such Brainworks Option was granted pursuant to the Brainworks 2000 Stock Option Plan; (u) the name of the optionee; (v) the number of shares of Brainworks Common Stock subject to such Brainworks Option; (w) the exercise price of such Brainworks Option; (v) the date on which such Brainworks Option was granted; (y) the applicable vesting schedule of such Brainworks Option, and the extent to which such Brainworks Option is vested and exercisable as of the date of this Agreement; and (z) the date on which such Brainworks Option expires. As of the date of this Agreement 244,918 shares of Brainworks Common Stock are reserved for future issuance pursuant to outstanding warrants granted by Brainworks to purchase shares of Brainworks Common Stock. Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each such warrant outstanding as of the date of this Agreement: (i) a description of the warrant, (ii) the name of the holder of the warrant; (iii) the number of shares of Brainworks Common Stock subject to the warrant; (iv) the exercise price applicable to such warrant; (v) the date on which the warrant becomes exercisable; and (vi) the date on which the warrant expires. Brainworks has delivered to the LLC accurate and complete copies of: (x) all stock option plans pursuant to which Brainworks has ever granted stock options; and the forms of all stock option agreements evidencing such options and (y) all warrant agreements evidencing outstanding warrants to purchase Brainworks Common Stock. (c) Except as set forth in Part 3.3(b) of the Brainworks Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Brainworks; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Brainworks; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Brainworks is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Brainworks. (d) All outstanding shares of Parent Brainworks Common Stock, all outstanding Brainworks Options, all outstanding warrants to purchase Brainworks Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent Brainworks have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (e) All of the outstanding shares of capital stock of each the corporations identified in Part 3.1(a) of the Significant Subsidiaries of Parent Brainworks Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by ParentBrainworks, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (ia) 200,000,000 150,000,000 shares of Parent Common Stock, of which 77,637,647 shares (excluding shares of Parent Common Stock held in treasury) were outstanding as of October 15, 1996; and (iib) 5,000,000 2,000,000 shares of Parent Preferred Stock. As , $0.01 par value per share, of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares as of Parent Series A Preferred Stock are issued and outstanding. As the date of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None As of the outstanding October 15, 1996: (i) 9,562,052 shares of Parent Common Stock is entitled or subject were reserved for future issuance pursuant to any preemptive rightstock options granted and outstanding under Parent's 1987 Stock Option Plan, right as amended; (ii) 9,374,978 shares of participationParent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1993 Nonstatutory Stock Option Plan; (iii) 123,750 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1988 Directors Stock Option Plan; (iv) 191,250 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1993 Directors Stock Option Plan; (v) 315,000 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1995 Directors Stock Option Plan; (vi) 128,028 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding other than under the stock option plans referred to in clauses "(i)" through "(v)" of this Section 3.2; (vii) 1,347,149 shares of Parent Common Stock were reserved for future issuance under Parent's 1990 Employee Stock Purchase Plan; (viii) 120,000 shares of Parent Common Stock were reserved for future issuance pursuant to outstanding warrants to purchase shares of Parent Common Stock held by Comdisco Systems, right Inc.; and (ix) 2,433,002 shares of maintenance or any similar right or subject Parent Common Stock were reserved for future issuance pursuant to any right of first refusal in favor of Parent. (b) certain outstanding put warrants and call options. All outstanding shares of Parent Common Stock Stock, all outstanding options to purchase shares of Parent Common Stock, and all outstanding shares of capital stock of each Significant Subsidiary subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of . (b) Between October 15, 1996 and the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions date of this Agreement, be validly issued, fully paid and nonassessable and there has been: (i) no material change in compliance with all applicable securities laws and other applicable Legal Requirements. The the number of outstanding shares of Parent Common Stock to be issued upon (other than as a result of the exercise of Company Assumed Options assumed by Parent options referred to in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, Section 3.2(a)); and (ii) all requirements set forth no change in applicable the number of shares of Parent ContractsCommon Stock reserved for future issuance under the stock option plans or the stock purchase plan referred to in Section 3.2(a). (c) As of the date of this Agreement: (i) there are no outstanding options or rights to purchase shares of Parent Common Stock, other than the options, warrants and other rights referred to in Section 3.2(a), certain options granted between October 15, 1996 and the date of this Agreement under the stock option plans referred to in Section 3.2(a) and the rights outstanding under that certain Rights Agreement dated as of February 9, 1996 between Parent and ▇▇▇▇▇▇ Trust and Savings Bank; and (ii) Parent is not obligated to issue any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock, other than pursuant to (A) the options, warrants and rights referred to in Section 3.2(a) and certain options granted between October 15, 1996 and the date of this Agreement under the stock option plans referred to in Section 3.2(a), (B) the rights outstanding under that certain Rights Agreement dated as of February 9, 1996 between Parent and ▇▇▇▇▇▇ Trust and Savings Bank, (C) the terms of this Agreement or any other agreement referred to in this Agreement, and (D) that certain Agreement and Plan of Merger and Reorganization dated as of October 3, 1996, among Parent, Harbor Acquisition Sub, Inc. and High Level Design Systems, Inc.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock Stock, $0.001 par value per share, of which 15,049,808 shares are issued and are outstanding; and (ii) 5,000,000 shares of Parent Preferred Stock. As , $0.001 par value per share, 1,321,514 of November 24, 2001, 65,966,332 shares of Parent Common Stock which have been designated as Series A Convertible Preferred Stock, $0.001 par value per share, 1,321,514 of which shares are issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the ▇▇▇▇ Corporations (other than the Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.5(b) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the ▇▇▇▇ Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of the date of this Agreement: (i) 4,286,357 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; and (ii) 13,681,118 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans. (d) The Parent has delivered or Made Available to Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award; (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); and (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Parent has delivered or Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by the Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of the ▇▇▇▇ Corporations. (e) Except as set forth in Sections 3.5(a), 3.5(c) and 3.5(d), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the ▇▇▇▇ Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the ▇▇▇▇ Corporations or that has the right to vote on any matter on which the stockholders of Parent have the right to vote; (iii) Contract under which any of the ▇▇▇▇ Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the ▇▇▇▇ Corporations. (f) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other Parent Equity Awards and other securities of capital stock of each Significant Subsidiary of Parent the ▇▇▇▇ Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (g) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all other than restrictions under applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws.

Capitalization, Etc. (a) The As of March 23, 2012, the authorized capital stock of Parent consists of: (i) 200,000,000 90,000,000 shares of Parent Common Stock and (ii) 5,000,000 Stock, of which 51,482,419 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 ; and (ii) 1,000,000 shares of Parent Cumulative Preferred Stock Stock, of which no shares have been issued or are outstanding and no outstanding. Parent holds zero shares of Parent Series A Preferred Stock are issued and outstanding. As its capital stock in its treasury as of November 24, 2001, 360,701 shares the date of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Oclaro Corporations (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) (i) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, except that the Parent Restricted Stock is subject to a right or of repurchase in favor of Parent; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) except as set forth in Part 3.3(b)(iii) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock or any securities of any Significant Subsidiary of any of the Oclaro Corporations. None of the Oclaro Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. (bc) As of March 23, 2012: (i) 3,472,433 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 1,700,000 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 175,411 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; (iv) 200,000 shares of Parent Common Stock are reserved for future issuances pursuant to Parent PSUs; and (v) 2,588,464 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Equity Plans. (d) Part 3.3(d) of the Parent Disclosure Schedule contains a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award and the location of his/her residence; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of a Parent RSU or a Parent PSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price per share of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (e) Except as set forth in Sections 3.3(a), 3.3(c) and 3.3(d), as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Oclaro Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Oclaro Corporations; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Oclaro Corporations; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Oclaro Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other securities of capital stock of each Significant Subsidiary of Parent the Oclaro Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (g) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights. All of the outstanding shares and all other securities of each of Parent’s Subsidiaries are owned beneficially and of record by ParentParent (except with respect to those Parent Subsidiaries organized under the laws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 3.3(g) of the Parent Disclosure Schedule), free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all Encumbrances (other than restrictions on transfer imposed by applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws).

Capitalization, Etc. (a) The As of June 18, 2001, the authorized capital stock of Parent consists of: (i) 200,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24June 18, 2001, 65,966,332 54,313,381 shares of Parent Common Stock have been issued and are outstanding, 689,678 689,978 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24June 18, 2001, 360,701 610,622 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except for directors' qualifying shares, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Offer and the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Offer and the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 58,750,000 shares of Parent Common Stock Stock, of which 21,182,147 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 2,000,000 shares of Parent Preferred Stock. As , of November 24which 45,000 have been designated as Series A Junior Participating Preferred Stock, 2001$0.01 par value, 65,966,332 of which no shares of Parent Common Preferred Stock or Series A Junior Participating Preferred Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Abeline Corporations (other than the Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Abeline Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent's right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee's employment or upon any other forfeiture of a vesting condition. (bc) As of the date of this Agreement: (i) 2,107,249 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 59,076 shares of Parent Common Stock are reserved for future issuance pursuant to the Abeline 2010 Employee Stock Purchase Plan (the "Parent ESPP"); (iii) 643,370 shares of Parent Common Stock are subject to issuance upon the vesting of Parent RSUs; and (iv) 1,191,694 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans. (d) As of the date of this Agreement, 45,000 shares of Parent Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the "Parent Rights") issued pursuant to the Parent Rights Agreement. (e) The Parent has delivered or Made Available to Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option, a Parent RSU, or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is an "incentive stock option" (as defined in the Code) or a non-qualified stock option; and (x) if such Parent Equity Award is in the form of Parent RSU, the dates on which shares of Parent Common Stock with respect to such Parent RSU are scheduled to be issued upon vesting. The Parent has delivered or Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by the Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent's financial statements (including, any related notes thereto) contained in the Parent SEC Documents in accordance with GAAP, and no such grants involved any "back dating" or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of the Abeline Corporations. (f) Except as set forth in Sections 3.3(a), 3.3(c) and 3.3(d), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Abeline Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Abeline Corporations or that has the right to vote on any matter on which the stockholders of Parent have the right to vote; (iii) Contract under which any of the Abeline Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Abeline Corporations. (g) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other Parent Equity Awards and other securities of capital stock of each Significant Subsidiary of Parent the Abeline Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (h) All of the outstanding shares of capital stock of each of the Significant Parent's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all other than restrictions under applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws.

Capitalization, Etc. (a) The authorized capital stock of Parent Tigris consists of: of (i) 200,000,000 100,000,000 shares of Parent Tigris Common Stock and (ii) 5,000,000 Stock, par value $0.001 per share, of which 19,123,212 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstandingoutstanding as of June 26, 689,678 2014 (the “Capitalization Date”), (ii) 4,000,000 shares of Parent Cumulative Preferred Stock Stock, par value $0.001 per share, of which no shares have been issued or and are outstanding as of the Capitalization Date and (iii) 1,000,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of which no shares of Parent Series A Preferred Stock are have been issued and outstandingare outstanding as of the Capitalization Date. As of November 24, 2001, 360,701 Tigris does not hold any shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Tigris Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Tigris Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right. None of the outstanding shares of Tigris Common Stock is subject to any right of first refusal in favor of ParentTigris, other than early exercise rights and rights of repurchases in favor of Tigris with respect to such early exercise rights. Except as contemplated herein and except as identified on Part 3.3(a)(i) of the Tigris Disclosure Schedule there is no Tigris Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Tigris Common Stock. Tigris is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Tigris Common Stock or other securities. Part 3.3(a)(ii) of the Tigris Disclosure Schedule accurately and completely describes all repurchase rights held by Tigris with respect to shares of Tigris Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. (b) Except for the Tigris Amended and Restated 2002 Stock Option Plan, the Tigris Amended and Restated 2006 Equity Incentive Plan and the Tigris 2009 Employee Stock Purchase Plan (collectively, the “Tigris Stock Plans”), or except as set forth on Part 3.3(b) of the Tigris Disclosure Schedule, Tigris does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Part 3.3(b) of the Tigris Disclosure Schedule sets forth the aggregate number of Tigris Options outstanding and a weighted average exercise price of such options. Tigris has made available to Potomac accurate and complete copies of all stock option plans pursuant to which Tigris has ever granted stock options, the forms of all stock option agreements evidencing such options and evidence of board and stockholder approval of any of the Tigris Stock Plans and amendments thereto. (c) Except as identified on Part 3.3(c) of the Tigris Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Tigris or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Tigris or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Tigris or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Tigris or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participating or other similar rights with respect to Tigris. (d) All outstanding shares of Parent Tigris Common Stock and all outstanding shares options, warrants and other securities of capital stock of each Significant Subsidiary of Parent Tigris have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All Except as identified on Part 3.3(c) of the outstanding shares of Tigris Disclosure Schedule, there are no Warrants to purchase capital stock of each of Tigris outstanding on the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions date of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 200,000,000 180,000,000 shares of Parent Common Stock Stock; and (ii) 5,000,000 2,000,000 shares of Parent Preferred Stock, $.01 par value per share. As of November August 24, 20012000, 65,966,332 125,768,295 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding and no shares of Parent Cumulative Parent's Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24the date hereof, 2001, 360,701 no shares of capital stock of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None . (b) As of the outstanding August 24, 2000: (i) 15,482,750 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding under Parent's 1992 Stock Option Plan; (ii) 391,666 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding under Parent's 1997 Directors' Stock Option Plan; (iii) 2,664 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding Parent's 1982 Employee Incentive Stock Option Plan; (iv) 225,201 shares of Parent Common Stock are subject to issuance pursuant to Parent's Cimaron 1998 Stock Incentive Plan; (v) 3,697,029 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding Parent's 2000 Equity Incentive Plan; (vi) 133,722 shares of Parent Common Stock are subject to stock options granted and outstanding under Parent's YuniNetwork's 1999 Equity Incentive Plan; and (vii) 53,328 shares of Parent Common Stock are subject to issuance under various other outstanding stock option agreements. In addition as of August 24, 2000, (i) 24,504 shares of Parent Common Stock are reserved for issuance pursuant to Parent's 1997 Employee Stock Purchase Plan, and (ii) 1,163,858 shares are reserved for issuance under Parent's 1998 Employee Stock Purchase Plan. (Stock options granted by Parent pursuant to the 1992 Stock Option Plan, 1997 Directors' Stock Option Plan, 1982 Employee Incentive Stock Option Plan, Parent's Cimaron 1998 Stock Incentive Plan, Parent's 2000 Equity Incentive Plan and other options outstanding to purchase Parent Common Stock are referred to collectively herein as "Parent Options"). (c) Except as set forth in Sections 3.3(a) or 3.3(b), as of August 24, 2000, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or subject to receive any preemptive right, right shares of participation, right of maintenance capital stock or any similar right or subject to any right of first refusal in favor other securities of Parent. (bd) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractsnonassessable.

Capitalization, Etc. (a) The authorized capital stock of Parent Meerkat consists of: of (i) 200,000,000 255,000,000 shares of Parent Meerkat Common Stock Stock, par value $0.001 per share, of which 20,856,693 shares have been issued and are outstanding as of May 15, 2017 (the “Capitalization Date”) and (ii) 5,000,000 shares of Parent Preferred Stock. As , par value $0.001 per share, of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the Capitalization Date. Meerkat does not hold any shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. . (b) All of the outstanding shares of Parent Meerkat Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and are free of any Encumbrances. None of the outstanding shares of Parent Meerkat Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right. None of the outstanding shares of Meerkat Common Stock is subject to any right of first refusal in favor of ParentMeerkat. Except as contemplated herein, there is no Meerkat Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Meerkat Common Stock. Meerkat is not under any obligation, nor is Meerkat bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Meerkat Common Stock or other securities. Section 3.6(b) of the Meerkat Disclosure Schedule accurately and completely describes all repurchase rights held by Meerkat with respect to shares of Meerkat Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. (bc) Except for the Meerkat 2008 Long Term Incentive Plan and the Meerkat 2015 Equity Incentive Award Plan (collectively, the “Meerkat Stock Plans”) and the Meerkat 2015 Employee Stock Purchase Plan (the “Meerkat ESPP”), and except as set forth on Section 3.6(c) of the Meerkat Disclosure Schedule, Meerkat does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, Meerkat has reserved 3,623,867 shares of Meerkat Common Stock for issuance under the Meerkat Stock Plans, of which 130,675 shares have been issued and are currently outstanding, 1,606,616 shares have been reserved for issuance upon exercise of Meerkat Options granted under the Meerkat Stock Plans, and 1,886,576 shares remain available for future issuance pursuant to the Meerkat Stock Plans. As of the date of this Agreement, Meerkat has reserved 369,690 shares of Meerkat Common Stock for future issuance pursuant to the Meerkat ESPP. Section 3.6(c) of the Meerkat Disclosure Schedule sets forth the following information with respect to each Meerkat Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Meerkat Common Stock subject to such Meerkat Option at the time of grant; (iii) the number of shares of Meerkat Common Stock subject to such Meerkat Option as of the date of this Agreement; (iv) the exercise price of such Meerkat Option; (v) the date on which such Meerkat Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Meerkat Option expires; and (viii) whether such Meerkat Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Meerkat has made available to the Company accurate and complete copies of equity incentive plans pursuant to which Meerkat has equity-based awards, the forms of all award agreements evidencing such equity-based awards and evidence of board and stockholder approval of the Meerkat Stock Plans and any amendments thereto. As of the date of this Agreement, no employee or other service provider of Meerkat is participating in the ESPP, and there are no ongoing offering periods under the Meerkat ESPP. (d) Except for the outstanding Meerkat Options or as set forth on Section 3.6(d) of the Meerkat Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Meerkat; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Meerkat; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Meerkat is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Meerkat. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Meerkat. (e) All outstanding shares of Parent Meerkat Common Stock Stock, Meerkat Options and all outstanding shares other securities of capital stock of each Significant Subsidiary of Parent Meerkat have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaw, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent the Company consists of: (i) 200,000,000 of 30,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of November 24the date hereof, 2001, 65,966,332 (a) 7,818,087 shares of Parent Common Stock have been issued and are outstanding, 689,678 (b) 30,000 shares of Parent Cumulative Preferred Stock have been are subject to Preferred Stock Purchase Rights ("Rights") issued or are outstanding pursuant to the Company's Rights Agreement and no other shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 (c) 0 shares of Parent Common Stock are held by the Company in Parent's its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (bd) All outstanding shares of Parent Common Stock and all outstanding no shares of capital stock of each Significant Subsidiary the Company are held by the Company's Subsidiaries. Section 4.4 of Parent have been issued the Company Disclosure Letter sets forth a complete and granted in compliance with accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all applicable securities laws outstanding Options and other applicable Legal RequirementsWarrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (iiv) all requirements the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in applicable Parent ContractsSection 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the outstanding Company Disclosure Letter, there are no other shares of capital stock of each or voting securities of the Significant Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries of Parent have been duly authorized and are validly issuedto issue, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of transfer or sell any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger willcapital stock of, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.or equity interests in,

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 400,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of preferred stock, $0.01 par value per share (“Parent Preferred Stock”). As of 5:00 p.m. (California time) on October 26, 2021 (the “Parent Listing Date”): (A) 120,887,049 shares of Parent Common Stock were issued and outstanding; (iiB) 5,000,000 no shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 Stock were issued and outstanding; (C) no shares of Parent Common Stock have been issued and are outstanding, 689,678 were held by Parent as treasury shares; (D) 3,649,191 shares of Parent Cumulative Common Stock were subject to issuance pursuant to outstanding Parent Options; (E) 5,065,717 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent RSUs; and (F) no shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent PSUs (assuming achievement of the target level of performance for Parent PSUs at the end of the applicable performance period). (b) As of 5:00 p.m. (California time) on the Parent Listing Date: (i) 17,978,267 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s 2014 Stock Option and Incentive Plan (assuming achievement of the target level of performance for Parent PSUs at the end of the applicable performance period); and (ii) 5,631,443 shares of Parent Common Stock were reserved for future issuance pursuant to the Parent ESPP. From 5:00 p.m. (California time) on the Parent Listing Date until the date of this Agreement, no shares of Parent Common Stock or Parent Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 except for shares of Parent Common Stock are held in Parent's treasury. All of issued pursuant to the outstanding shares exercise of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of Options or the outstanding shares vesting of Parent Common Stock is entitled RSUs or subject to any preemptive rightParent PSUs, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parenteach case outstanding on the Parent Listing Date and in accordance with their terms. (bc) All outstanding shares of Parent Common Stock are validly issued, fully paid, nonassessable and all free of any preemptive rights. The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.001 per share, 100 of which are outstanding as of the date of this Agreement. (d) Except (x) as set forth in Sections 3.2(a) and 3.2(b), (y) for the Convertible Notes and the Capped Calls and (z) for changes since 5:00 p.m. (California time) on the Parent Listing Date resulting from the exercise of Parent Options outstanding on the Parent Listing Date or the vesting of Parent RSUs or Parent PSUs outstanding on the Parent Listing Date in accordance with their terms, as of the date of this Agreement: (i) Parent does not have any shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and or other applicable Legal Requirements, equity interests outstanding; and (ii) all requirements set forth in applicable other than the Parent Contracts. All of the ESPP, there is no: (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) issued or granted by Parent to acquire any shares of capital stock or other securities of each of the Significant Subsidiaries of Parent have been duly authorized and are validly Parent; (B) outstanding security, instrument or obligation issued, are fully paid and nonassessable and are owned beneficially and of record granted or entered into by Parent, free and clear of Parent that is or may become convertible into or exchangeable for any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of capital stock or other securities of Parent; or (C) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent Common Stock is or may become obligated to be issued upon exercise sell or otherwise issue any shares of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and its capital stock or any other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractssecurities.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 45,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock, of which 50,000 shares have been designated as Series A Junior Participating Preferred Stock pursuant to the Parent Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of November 24, 20012006, 65,966,332 15,675,324 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock have been issued or are issued and outstanding. As of November 24, 2001, 360,701 No shares of Parent Common Stock are held in Parent's treasurytreasury or are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which Parent is a party and, to Parent's knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of Parent Common Stock. None of the AngioDynamics Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of November 24, 2006, 1,497,674 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1997 Stock Option Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "1997 Stock Plan"), of which options to acquire 493,870 shares of Parent Common Stock are outstanding, 2,000,000 shares of Parent Common Stock are reserved for issuance under the 2004 Stock and Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "2004 Stock Plan"), of which options to acquire 945,233 shares of Parent Common Stock are outstanding, and 200,000 shares of Parent Common Stock are available for issuance under the 2004 Employee Stock Purchase Plan ("Parent ESPP"). Stock options granted by the Company pursuant to the 1997 Stock Plan and the 2004 Stock Plan (together, the "Parent Stock Option Plans"), as well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as "Parent Options." Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Parent Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Parent Options have been granted since November 24, 2006. None of the Parent Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Parent Options were validly made and properly approved by the board of directors of Parent (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Parent Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to such grants. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, and other than the Parent Rights Agreement and the rights thereunder, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the AngioDynamics Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the AngioDynamics Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the AngioDynamics Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities ("Parent Rights Agreements") (items (i) through (iv) above, collectively, "Parent Stock Rights"). (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent ContractsCommon Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Significant Parent's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the AngioDynamics Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Schedule 3.3(d) of the Parent Common Stock to be issued Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the AngioDynamics Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the equity interests of Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent ContractsSub.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 an unlimited number of shares of Parent Common Stock Stock, no par value, of which 22,438,176 shares have been issued and are outstanding as of December 31, 2014; and (ii) 5,000,000 an unlimited number of shares of Parent Preferred Stock. As , no par value, of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and which none are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares as of Parent Series A Preferred Stock are issued and outstanding. As the last Business Day ending immediately prior to the date of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Parent Corporations (other than the Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Parent Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of the date of this Agreement: (i) 1,822,983 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 785,398 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans, and (iii) 398,250 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Warrants. (d) The Parent has delivered or Made Available to Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); and (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Parent has delivered or Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by the Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents in accordance with GAAP, and were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent Canadian Securities Documents (as defined below in Section 3.4(a)) in accordance with Canadian Securities Laws, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no outstanding stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Parent Corporations. (e) Except as set forth in Sections 3.3(a), 3.3(b) and 3.3(c), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Parent Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent Corporations or that has the right to vote on any matter on which the stockholders of Parent have the right to vote; (iii) Contract under which any of the Parent Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Parent Corporations. (f) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other Parent Equity Awards and other securities of capital stock of each Significant Subsidiary of the Parent Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable corporate and securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (g) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all other than restrictions under applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 25,000,000 shares of Parent Common Stock and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stock. As of November 24As of June 17, 20012008, 65,966,332 6,478,507 shares of Parent Common Stock have been issued or are outstanding (excluding 810,160 shares of treasury stock) and 710,000 shares of Series B Preferred Stock, par value $0.001 per share (the "Parent Preferred Stock") are outstanding, 689,678 convertible into 944,300 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Common Stock are issued and outstanding. As of November 24, 2001, 360,701 810,160 shares of Parent Common Stock are held in Parent's treasurytreasury and none are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which Parent is a party and, to Parent's knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of Parent Common Stock. None of the Dynasil Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock, other than those relating to the transactions contemplated hereby and the sale of Series C Preferred Stock to provide funds. (b) Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Parent Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Parent Options have been granted since June 11, 2008, after which grant there were 411,459 Parent Options outstanding. Approximately 120,000 options are anticipated to be issued to ▇▇▇▇▇ ▇▇▇▇▇▇ as part of the transactions contemplated hereby.. None of the Parent Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Parent Options were validly made and properly approved by the board of directors of Parent (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Parent Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to such grants. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, there is no: (i) outstanding commitment, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Dynasil Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Dynasil Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the Dynasil Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities ("Parent Rights Agreements") (items (i) through (iv) above, collectively, "Parent Stock Rights"). (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent ContractsCommon Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Significant Parent's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the Dynasil Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Schedule 3.3(d) of the Parent Common Stock to be issued Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the Dynasil Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the equity interests of Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent ContractsSub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock Stock; and (ii) 5,000,000 1,000,000 shares of Parent Preferred Stock. As of November 24April 27, 2001, 65,966,332 60,293,702 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are were issued and outstanding. As of November 24the date of this Agreement, 2001, 360,701 no shares of Parent Common Preferred Stock are held in Parent's treasuryissued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None . (b) As of the outstanding date of this Agreement: (i) 1,548,821 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1991 Stock Option Plan; (ii) 1,884,998 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1994 Stock and Option Plan; (iii) 8,037,900 shares of Parent Common Stock are reserved for future issuance, pursuant to stock options granted and outstanding under Parent's 1996 Stock and Option Plan; (iv) 342,517 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's Employee Stock Purchase Plan and (v) 3,739,432 shares of Parent Common Stock are reserved for future issuance upon the conversion of Parent's outstanding 5% Convertible Subordinated Notes due 2007. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options. As the date of this Agreement, there are outstanding options to purchase 11,480,085 shares of Parent Common Stock. Parent has no present intention to issue any shares of Parent capital stock or other securities other than pursuant to: (i) the exercise or conversion of outstanding options, warrants or other rights (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent, (ii) to Parent's Employee Stock Purchase Plan and 401(k) Plan, (iii) upon the conversion of any Parent's outstanding 5% Convertible Subordinated Notes due 2007; and (iv) upon the exercise of options to purchase Parent Common Stock issued after the date of this Agreement under existing option plans of Parent in the ordinary course of business and consistent with past practice. (c) Except as set forth in Section 3.4(c) of the Parent Disclosure Schedule, there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any securities; or (iv) to the knowledge of Parent, condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or subject to receive any preemptive right, right shares of participation, right of maintenance capital stock or any similar right or subject to any right of first refusal in favor other securities of Parent. (bd) All outstanding shares of Parent Common Stock and all outstanding shares of The authorized capital stock of each Significant Subsidiary Merger Sub consists of Parent have been 3,000 shares of common stock, of which 100 are issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractsoutstanding. All of the outstanding shares of capital Merger Sub common stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, and are fully paid and nonassessable and are nonassessable. Merger Sub is a wholly-owned beneficially and subsidiary of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 125,000,000 shares of Parent Common Stock Stock; and (ii) 5,000,000 2,000,000 shares of Parent Preferred Stock. As of November 24October 18, 20011999, 65,966,332 41,913,459 (net of 1,276,895 treasury shares) shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are were issued and outstanding. As of November 24the date of this Agreement, 2001, 360,701 no shares of Parent Common Preferred Stock are held in Parent's treasuryissued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Part 3.3(a)(i) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Contract to which Parent is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Parent is not under any obligation, nor bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of the date of this Agreement: (i) 6,438,459 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's Amended and Restated 1987 Equity Incentive Plan; (ii) 320,625 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1995 Non-Employee Directors' Stock Option Plan; (iii) 3,450,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1998 Non-Officer Stock Option Plan; (iv) 1,500,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1998 Equity Incentive Plan; (v) 245,586 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the 1994 RouterWare Stock Option Plan; (vi) 401,141 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's Employee Stock Purchase Plan; and (vii) 4,329,897 shares of Parent Common Stock are reserved for future issuance upon conversion of 5% Convertible Subordinated Notes due 2002. (Stock options granted by Parent pursuant to Parent's stock option plans and otherwise are referred to in this Agreement as "Parent Options"). (c) Except as set forth in Section 3.3(b), as of the date of this Agreement there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of August 9, 2007, the authorized capital stock of Parent consists of: (i) 200,000,000 500,000,000 shares of Parent Common Stock, of which 194,754,373 shares of Parent Common Stock have been issued and were outstanding; and (ii) 5,000,000 shares of Parent Preferred Stock, of which no shares have been issued or were outstanding. As of November 24August 9, 2001, 65,966,332 2007: (A) 3,261,480 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of were reserved for future issuance pursuant to Parent’s Employee Stock Purchase Plan (the “Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 ESPP”); (B) 28,227,635 shares of Parent Common Stock are held in Parent's treasury. All were reserved for issuance pursuant to the exercise of the outstanding awards, warrants and other rights to acquire shares of Parent Common Stock; and (C) 13,456,031 shares of Parent Common Stock have been duly authorized were reserved for future issuance pursuant to awards not yet granted under P▇▇▇▇▇’s equity incentive and validly issued, and are fully paid and nonassessable. stock option plans. (b) (A) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) there is no Contract to which Parent is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock; and (C) Parent is not under any obligation, nor is Parent bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or subject otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for Parent’s rights pursuant to any right its equity incentive plans and director stock option plans to repurchase, redeem or otherwise acquire restricted shares of first refusal Parent Common Stock or other securities held by participants in favor of Parentsuch plans. (bc) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (d) Except as set forth in Section 3.2(a), as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All outstanding shares of Parent Common Stock Stock, and all outstanding shares awards and other securities of capital stock of each Significant Subsidiary of Parent Parent, have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all material requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 30,000,000 shares of Parent Common Stock and (ii) 5,000,000 of no par value per share, of which 15,711,877 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and Stock, no par value per share, of which no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Schedule 3.3(a) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock or Parent Preferred Stock. Parent is not under any obligation or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. Parent is the sole owner of each outstanding share of capital stock and/or other equity interests in each Parent Subsidiary. (b) As of the date of this Agreement, 2,268,686 shares of Parent Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and otherwise are referred to in this Agreement as "Parent Options."). Parent has made available to the Company (a) accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options and (b) a list detailing (i) each Parent Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Parent Option was granted; (iii) the name of the optionee; (iv) the number of shares of Parent Common Stock subject to such Parent Option; (v) the exercise price of such Parent Option; (vi) the date on which such Parent Option was granted; (vii) the applicable vesting schedules, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Parent Option expires.. (c) Except as set forth in Schedule 3.3(c) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option (other than Parent Options described under Section 3.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any Parent Subsidiary. (d) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent the Purchaser consists of: (i) 200,000,000 of 60,000,000 shares of Parent Purchaser Common Stock and (ii) 5,000,000 Stock, of which 16,545,411 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have had been issued and are outstandingwere outstanding as of June 30, 689,678 2001. The Purchaser has not repurchased any shares of Parent Cumulative Preferred Stock have been issued or are outstanding its capital stock and no does not hold any shares of Parent Series A Preferred Stock are issued and outstanding. As its capital stock in its treasury, except for the repurchase of November 24, 2001, 360,701 shares of Parent the Purchaser Common Stock are held in Parent's treasuryfrom employees or consultants upon termination of their employment or consulting relationship with the Purchaser. All of the outstanding shares of Parent Purchaser Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in the Purchaser SEC Reports: (i) none of the outstanding shares of Parent Purchaser Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance first offer or any similar right created by the Purchaser or imposed under applicable law with respect to capital stock of the Purchaser; (ii) none of the outstanding shares of Purchaser Common Stock is subject to any right of first refusal in favor of Parentthe Purchaser; and (iii) there is no the Purchaser Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Purchaser Common Stock. The Purchaser is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Purchaser Common Stock. (b) All outstanding shares As of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with June 30, 2001: (i) all applicable securities laws and other applicable Legal Requirements, 2,326,473 shares of Purchaser Common Stock were subject to issuance pursuant to outstanding options to purchase shares of Purchaser Common Stock; and (ii) all requirements 63,406 shares of Purchaser Common Stock were reserved for future issuance pursuant to the Purchaser's Employee Stock Purchase Plan (the "PURCHASER ESPP"). (Stock options granted by the Purchaser pursuant to the Purchaser's stock option plans and otherwise are referred to in this Agreement as "PURCHASER OPTIONS.") (c) Except as set forth in applicable Parent Contracts. All Section 4.3(b), as of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issuedJune 30, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with 2001 there was no: (i) all applicable securities laws and other applicable Legal Requirementsoutstanding subscription, and option, call, warrant or right (iiwhether or not currently exercisable) all requirements set forth in applicable Parent Contracts.to acquire

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock Stock, of which 49,511,273 shares have been issued and are outstanding as of October 31, 2001; and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stock, of which no shares are outstanding. As of November 24, 2001, 65,966,332 Parent does not hold any shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None As of the outstanding date of this Agreement, there are no shares of Parent Common Stock is entitled or subject to held by any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor Subsidiary of Parent. (b) All outstanding As of October 31, 2001: (i) 1,017,799 shares of Parent Common Stock reserved for future issuance pursuant to stock options granted and all outstanding under Parents' 1997 Equity Incentive Plan; (ii) 4,258,580 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Equity Incentive Plan; (iii) 295,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Non-Employee Director's Stock Option Plan; (iv) 376,303 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's 2000 Employee Stock Purchase Plan; (v) 581,793 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Agritope, Inc. 1997 Stock Award Plan; (vi) 461,265 shares of Parent Common Stock are reserved for future issuance upon the exercise of put or call options arising out of the acquisition of Artemis Pharmaceuticals GmbH. (c) All outstanding capital stock of each Significant Subsidiary stock, options and other securities of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. . (d) All of the outstanding shares of capital stock of each the corporations identified in Part 4.1 of the Significant Subsidiaries of Parent Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 an unlimited number of shares of Parent Common Stock Stock, no par value, of which 22,438,176 shares have been issued and are outstanding as of December 31, 2014; and (ii) 5,000,000 an unlimited number of shares of Parent Preferred Stock. As , no par value, of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and which none are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares as of Parent Series A Preferred Stock are issued and outstanding. As the last Business Day ending immediately prior to the date of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Tiger Corporations (other than the Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Tiger Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of the date of this Agreement: (i) 1,822,983 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 785,398 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans, and (iii) 398,250 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Warrants. (d) The Parent has delivered or Made Available to Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); and (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Parent has delivered or Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by the Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents in accordance with GAAP, and were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent Canadian Securities Documents (as defined below in Section 3.4(a)) in accordance with Canadian Securities Laws, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no outstanding stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Tiger Corporations. (e) Except as set forth in Sections 3.3(a), 3.3(b) and 3.3(c), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Tiger Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Tiger Corporations or that has the right to vote on any matter on which the stockholders of Parent have the right to vote; (iii) Contract under which any of the Tiger Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Tiger Corporations. (f) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other Parent Equity Awards and other securities of capital stock of each Significant Subsidiary of Parent the Tiger Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable corporate and securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (g) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all other than restrictions under applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 40,000,000 shares of Parent Common Stock and (ii) 5,000,000 without giving effect to the Parent Required Vote), of which 23,835,436 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and (ii) 2,000,000 shares of Parent Cumulative Preferred Stock have been issued or none of which is outstanding as of the date hereof. There are outstanding and no shares of Parent Series A Preferred Capital Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None non-assessable. (b) As of the outstanding date of this Agreement: 3,880,445 shares of Parent Common Stock is entitled are reserved for future issuance pursuant to stock options granted and outstanding. (Stock options granted by Parent pursuant to its stock option plans and any stock options granted outside of Parent stock option plans are referred to in this Agreement as "Parent Options.") Parent has delivered or subject made available to any preemptive right, right Parent accurate and complete copies of participation, right of maintenance all stock option plans pursuant to which Parent (or any similar right or subject to any right of first refusal in favor of Parentits predecessors) has ever granted stock options. (bc) All Except for Parent Options, and except as described in Part 3.8(c) of Parent Disclosure Schedule, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or other right to acquire from Parent any shares of Parent Common Stock and all outstanding shares or other securities of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and Parent; (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issuedsecurity, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of instrument or obligation that is or will become convertible into or exchangeable for any Encumbrances. The Parent Common Stock to be newly issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock or other newly issued securities of Parent; or (iii) Contract under which Parent is or will become obligated to be issued upon exercise sell or otherwise issue any shares of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with Common Stock or any other securities. (id) all applicable securities laws and other applicable Legal RequirementsParent is not party to any Parent Contract that obligates it to, and is not otherwise obligated to, repurchase or redeem any of its issued securities. There is no voting trust or other arrangement to which Parent is a party, or of which Parent is aware, with respect to the voting of Parent Common Stock. (iie) all requirements set forth in applicable There are no declared but unpaid dividends with respect to any shares of Parent ContractsCommon Stock.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 70,000,000 shares of Parent Common Stock and (ii) 5,000,000 Stock, of which 44,629,445 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and 30,000,000 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares Stock, none of Parent Series A Preferred Stock are which is issued and outstanding. As outstanding as of November 24, 2001, 360,701 shares the date of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Parent is under no obligation pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2004 Equity Incentive Plan; (ii) 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Stock Option Plan; and (iii) 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "Parent Options.") Part 3.2(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Parent Option expires. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which any of the outstanding Parent Options were issued, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Part 3.2(c) of the Parent Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or subject to receive any preemptive right, right shares of participation, right of maintenance capital stock or any similar right or subject to any right of first refusal in favor other securities of Parent. (bd) All outstanding shares capital stock, options and other securities of the Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent Entities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. . (e) All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of August 9, 2007, the authorized capital stock of Parent consists of: (i) 200,000,000 500,000,000 shares of Parent Common Stock, of which 194,754,373 shares of Parent Common Stock have been issued and were outstanding; and (ii) 5,000,000 shares of Parent Preferred Stock, of which no shares have been issued or were outstanding. As of November 24August 9, 2001, 65,966,332 2007: (A) 3,261,480 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of were reserved for future issuance pursuant to Parent’s Employee Stock Purchase Plan (the “Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 ESPP”); (B) 28,227,635 shares of Parent Common Stock are held in Parent's treasury. All were reserved for issuance pursuant to the exercise of the outstanding awards, warrants and other rights to acquire shares of Parent Common Stock; and (C) 13,456,031 shares of Parent Common Stock have been duly authorized were reserved for future issuance pursuant to awards not yet granted under Parent’s equity incentive and validly issued, and are fully paid and nonassessable. stock option plans. (b) (A) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (B) there is no Contract to which Parent is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock; and (C) Parent is not under any obligation, nor is Parent bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or subject otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for Parent’s rights pursuant to any right its equity incentive plans and director stock option plans to repurchase, redeem or otherwise acquire restricted shares of first refusal Parent Common Stock or other securities held by participants in favor of Parentsuch plans. (bc) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (d) Except as set forth in Section 3.2(a), as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All outstanding shares of Parent Common Stock Stock, and all outstanding shares awards and other securities of capital stock of each Significant Subsidiary of Parent Parent, have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all material requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 65,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Preferred Stock (“Parent Preferred Stock”). As of November 24January 26, 20012007, 65,966,332 (i) 48,237,147 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are (ii) 974,508 outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurysubject to risk of forfeiture and repurchase rights that lapse over time (“Parent Restricted Stock”), and (iii) no shares of Parent Preferred Stock have been issued and are outstanding. All of the outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (iy) all applicable securities laws and other applicable Legal Requirements, and (iiz) all requirements set forth in the Parent Constituent Documents and applicable Parent Contracts. All Part 3.3(a) of the outstanding Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Parent and to which any of such shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in Stock, including all Parent Restricted Stock, is subject and identifies the Merger willContract underlying such right. (b) As of January 26, when issued in accordance with the provisions of this Agreement2007, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The Parent has reserved 8,475,607 shares of Parent Common Stock for issuance under its Parent Stock Option Plans (including 270,613 shares of Parent Common Stock reserved for issuance under Parent’s 1999 Employee Stock Purchase Plan) of which options to be issued upon exercise purchase 3,601,479 shares are outstanding as of Company Assumed January 26, 2007 (“Parent Options”). As of January 26, 2007, 1,293,211 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent Warrants. As of the date of this Agreement, except for Parent Options assumed by granted pursuant to the Parent in connection with Stock Option Plans and rights thereunder, the Merger willParent Warrants, when issuedParent Restricted Stock and Parent’s 1999 Employee Stock Purchase Plan and rights thereunder, be issued and granted in compliance with there is no: (i) all applicable outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities laws and other applicable Legal Requirements, and of Parent; (ii) all requirements set forth in applicable outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of Parent; (iii) Contract under which Parent Contracts.or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Parent or to repurchase, redeem or otherwise acquire any outstanding securities of Parent or any of its Subsidiaries; or (iv) condition or circumstance that may give rise to or provide a basis for the

Capitalization, Etc. (aA) The authorized capital stock of Parent Parent, as of the date hereof, consists of: of 13,333,333 shares of Common Stock, $0.001 par value per share (i) 200,000,000 the "PARENT COMMON STOCK"), 6,782,938 of which are issued and outstanding; 2,000,000 shares of preferred stock, par value $0.01 per share (the "PARENT PREFERRED STOCK"), 268,265 of which are designated as Series C Preferred Stock of which 2,000 are issued and outstanding and convertible into 13,333 shares of Parent Common Stock and (ii) 5,000,000 1,731,735 shares of Parent Preferred Stock. As which are undesignated "blank check" preferred stock. (B) The rights, preferences, privileges and restrictions of November 24, 2001, 65,966,332 shares of the Parent Common Stock have been issued and are outstanding, 689,678 shares of the Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are as stated in the articles of incorporation of Parent. All of the outstanding Parent Common Stock and Parent Preferred Stock is duly authorized, validly issued, fully paid and nonassessable, and free of any liens or encumbrances and were issued in compliance with the registration and outstanding. As qualification requirements of November 24all applicable federal, 2001, 360,701 state and foreign securities laws. (C) 1,786,706 shares of Parent Common Stock are held in reserved for issuance under the stock option plans of Parent and options to purchase 1,087,538 shares are outstanding as of the date of this Agreement (stock options granted by Parent pursuant to the stock option plans of Parent's treasury, as well as any stock options granted outside of the stock option plans of Parent, are referred to collectively herein as "PARENT OPTIONS."). (D) Except for warrants to purchase 631,395 shares of Parent Common Stock, there are no outstanding subscriptions, warrants, options, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights, or commitments or rights of any character relating to or entitling any person to purchase or otherwise acquire any shares of capital stock of Parent directly from Parent and there are no obligations or securities having the right to vote on any matters on which the stockholders may vote or convertible into or exchangeable for shares of capital stock of Parent or any commitments of any character relating to or entitling any person to purchase or otherwise acquire any such obligations or securities from Parent. All There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale or voting of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablecapital stock to which the Parent is a party or to which any other Person is a party. None of the outstanding No shares of outstanding capital stock of Parent Common Stock is entitled or subject to any preemptive rightantidilution protections. There are no Contracts under which Parent is obligated to repurchase, right of participation, right of maintenance redeem or otherwise acquire any similar right or subject to any right of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock and all outstanding its capital stock or register under the Securities Act of 1933, any shares of its capital stock. Parent has not declared or paid any dividends on any shares of its capital stock. No anti-dilution rights of any capital stock or other securities issued by the Company shall be triggered as a result of each Significant Subsidiary the transactions contemplated hereby. The Board of Directors of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All has determined that the issuance of the outstanding shares Parent 4% Convertible Notes is an issuance of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with a strategic acquisition for purposes of the Merger willwarrant issued to Commonwealth Associates, when issued, be issued L.P. and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractstherefore no anti-dilution adjustment is required thereto.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock Stock, of which 49,511,273 shares have been issued and are outstanding as of October 31, 2001; and (ii) 5,000,000 10,000,000 A-16 shares of Parent Preferred Stock, of which no shares are outstanding. As of November 24, 2001, 65,966,332 Parent does not hold any shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None As of the outstanding date of this Agreement, there are no shares of Parent Common Stock is entitled or subject to held by any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor Subsidiary of Parent. (b) All outstanding As of October 31, 2001: (i) 1,017,799 shares of Parent Common Stock reserved for future issuance pursuant to stock options granted and all outstanding under Parents' 1997 Equity Incentive Plan; (ii) 4,258,580 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Equity Incentive Plan; (iii) 295,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Non-Employee Director's Stock Option Plan; (iv) 376,303 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's 2000 Employee Stock Purchase Plan; (v) 581,793 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Agritope, Inc. 1997 Stock Award Plan; (vi) 461,265 shares of Parent Common Stock are reserved for future issuance upon the exercise of put or call options arising out of the acquisition of Artemis Pharmaceuticals GmbH. (c) All outstanding capital stock of each Significant Subsidiary stock, options and other securities of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. . (d) All of the outstanding shares of capital stock of each the corporations identified in Part 4.1 of the Significant Subsidiaries of Parent Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock and (ii) 5,000,000 2,000,000 shares of Parent Preferred Stock, of which 100,000 shares have been designated as Series A Participating Preferred Stock pursuant to the Parent Stockholder Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of November 24May 11, 20012004, 65,966,332 18,017,765 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock have been issued or are issued and outstanding. As of November 24, 2001, 360,701 No shares of Parent Common Stock are held in Parent's treasury’s treasury or are held by any of Parent’s Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which Parent is a party and, to Parent’s knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of Parent Common Stock other than the Parent Voting Agreements and the Lock-Up Agreements. None of the ▇▇▇▇ Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of May 11, 2004: (i) 4,764,080 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1994 Incentive Stock Plan, of which options to acquire 109,228 shares of Parent Common Stock are outstanding; (ii) 3,500,000 shares of Parent Common Stock are reserved for issuance under the 2000 Stock Plan, of which 2,523,504 shares of Parent Common Stock are outstanding; (iii) 500,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2000 Directors’ Stock Option Plan, of which options to acquire 131,000 shares of Parent Common Stock are outstanding; and (iv) 341,647 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the “Parent ESPP”). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as “Parent Options.” Schedule 3.3(b) of the Parent Disclosure Letter sets forth the following information with respect to each Parent Option outstanding as of May 11, 2004: (i) the particular plan pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, and other than the Parent Stockholder Rights Agreement and the rights thereunder, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the ▇▇▇▇ Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the ▇▇▇▇ Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a “poison pill”; or (iv) Contract under which any of the ▇▇▇▇ Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (“Parent Rights Agreements”) (items (i) through (iv) above, collectively, “Parent Stock Rights”). (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent ContractsCommon Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the ▇▇▇▇ Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Schedule 3.3(d) of the Parent Common Stock to be issued Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the ▇▇▇▇ Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the outstanding stock of Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent ContractsSub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 of 50,000,000 shares of Parent Common Stock. As of June 30, 2008, 24,315,569 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are were issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of ParentStock. (b) All outstanding As of June 30, 2008, 9,325,067 shares of Parent Common Stock are reserved for future issuance pursuant to warrant options previously granted and all outstanding shares . . Other than such warrant options and except as set forth in Part 3.3 of capital stock the Parent Disclosure Schedule, as of each Significant Subsidiary the date of Parent have been issued and granted in compliance with this Agreement there is no (i) all applicable securities laws and other applicable Legal Requirementsoutstanding subscription, and option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Parent Common Stock; (ii) all requirements set forth in applicable outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of Parent Contracts. All or Common Stock. (c) As of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions date of this Agreement, be validly issuedthere is an open offering of 2,887,957shares of Parent Common Stock pursuant to Regulation D with warrant options for an additional 2,887,957 shares of Common Stock. (Warrants to purchase shares of Parent Common Stock (whether granted by the Parent pursuant to the Parent's stock option plans, fully paid assumed by the Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are also referred to in this Agreement as "Parent Options.") (d) All outstanding capital stock and nonassessable options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 65,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Preferred Stock (“Parent Preferred Stock”). As of November 24January 26, 20012007, 65,966,332 (i) 48,237,147 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are (ii) 974,508 outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasurysubject to risk of forfeiture and repurchase rights that lapse over time (“Parent Restricted Stock”), and (iii) no shares of Parent Preferred Stock have been issued and are outstanding. All of the outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (iy) all applicable securities laws and other applicable Legal Requirements, and (iiz) all requirements set forth in the Parent Constituent Documents and applicable Parent Contracts. Part 3.3(a) of the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Parent and to which any of such shares of Parent Common Stock, including all Parent Restricted Stock, is subject and identifies the Contract underlying such right. (b) As of January 26, 2007, Parent has reserved 8,475,607 shares of Parent Common Stock for issuance under its Parent Stock Option Plans (including 270,613 shares of Parent Common Stock reserved for issuance under Parent’s 1999 Employee Stock Purchase Plan) of which options to purchase 3,601,479 shares are outstanding as of January 26, 2007 (“Parent Options”). As of January 26, 2007, 1,293,211 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent Warrants. As of the date of this Agreement, except for Parent Options granted pursuant to the Parent Stock Option Plans and rights thereunder, the Parent Warrants, Parent Restricted Stock and Parent’s 1999 Employee Stock Purchase Plan and rights thereunder, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of Parent; (iii) Contract under which Parent or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Parent or to repurchase, redeem or otherwise acquire any outstanding securities of Parent or any of its Subsidiaries; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (c) All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent Merger Sub have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock Stock, of which 27,276,734 shares are issued and outstanding as of March 31, 2020; and (ii) 5,000,000 8,000,000 shares of Parent Preferred Stock. As , of November 24, 2001, 65,966,332 which 3,906 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As or outstanding as of November 24the March 31, 2001, 360,701 shares of 2020 (the “Parent Common Stock are held in Parent's treasuryPreferred Stock”). All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Parent Companies (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) (i) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right pursuant to the certificate of incorporation (or similar organizational document) or Contract to which any Parent Company or, to Parent’s knowledge, to which any stockholder of Parent, is a party; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Parent Companies is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of March 31, 2020: (i) 4,852,237 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 531,721 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 6,735,378 shares of Parent Common Stock are subject to issuance upon conversion of the Parent Preferred Stock; (iv) 4,534,427 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans; and (v) 10,000 shares of Parent Common Stock are subject to issuance pursuant to Parent Warrants. (d) Except as set forth in Sections 3.3(a) and 3.3(c), as of March 31, 2020 there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Parent Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison 36 (e) All outstanding shares of Parent Common Stock Stock, and all outstanding shares Parent Options and other securities of capital stock of each Significant Subsidiary of the Parent Companies, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (f) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all other than restrictions under applicable securities laws and other applicable Legal RequirementsParent Permitted Encumbrances. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.3.4

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 of 10,000,000 shares of Parent Common Stock, par value $.001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Upon consummation of the Micromet Recapitalization, there will be 3,767,516 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As , all equity interests of November 24, 2001, 360,701 Micromet will be held by Parent (except as set forth on Part 2.5(o) of the Parent Disclosure Schedule) and no other shares of capital stock of Parent Common Stock are held will be outstanding. Parent does not hold any shares of its capital stock in Parent's its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or any right under the Shareholders Agreement. None of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of ParentParent or Micromet. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Micromet Parties is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or Table of Contents other securities. Part 2.3(a) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent or Micromet with respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options), and specifies which of those repurchase rights are currently exercisable. (b) As of the date of this Agreement, the outstanding capital stock of Micromet consists of (i) 77,652 shares of Micromet Common Stock, (ii) 1,232,876 shares of Preference Shares Series (A new), and (iii) 2,140,539 shares of Preference Shares Series (B new), of which shares are issued and outstanding. Micromet does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Micromet Common Stock and Micromet Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Micromet Common Stock or Micromet Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Micromet Common Stock or Micromet Preferred Stock is subject to any right of first refusal in favor of Parent or Micromet. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Micromet Common Stock or Micromet Preferred Stock. None of the Micromet Parties is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Micromet Common Stock, Micromet Preferred Stock or other securities. Part 2.3(b) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent or Micromet with respect to shares of Micromet Common Stock (including shares issued pursuant to the exercise of stock options) and Micromet Preferred Stock, and specifies which of those repurchase rights are currently exercisable. (c) Except for the Parent Stock Option Plan, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Parent has reserved 366,472 shares of Parent Common Stock for issuance under the Parent Stock Option Plan, of which no shares have been exercised and no shares are subject to issuance pursuant to stock options granted and outstanding under the Parent Stock Option Plan and 366,472 shares of Parent Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Parent Stock Option Plan. Options to purchase shares of Parent Common Stock are referred to in this Agreement as “Parent Options.” Part 2.3(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Parent Common Stock subject to such Parent Option; (C) the exercise price of such Parent Option; (D) the date on which such Parent Option was granted; (E) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (F) the date on which such Parent Option expires; and (G) whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Parent has delivered to CancerVax accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options, copies of resolutions of the board of directors approving option grants and copies of stockholder resolutions approving all stock option plans pursuant to which Parent has ever granted stock options. (d) Except for the outstanding Parent Options or as set forth on Part 2.3(d) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Micromet Parties; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Micromet Parties; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Micromet Parties is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Micromet Parties. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. Table of Contents (e) All outstanding shares of Parent Common Stock Stock, options, warrants and all outstanding shares of capital stock of each Significant Subsidiary other securities of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirementslaws. (f) Upon consummation of the Micromet Recapitalization, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are Micromet will be owned beneficially and of record by ParentParent (except as set forth on Part 2.5(o) of the Parent Disclosure Schedule), free and clear of any Encumbrances. The Parent Common Stock Prior to be issued in consummation of the Merger willMicromet Recapitalization, when issued in accordance with all corporate and shareholder consents required to approve the provisions of this Micromet Recapitalization, including but not limited to all approvals under the Shareholders Agreement, be validly issuedwill have been obtained. As of the consummation of the Micromet Recapitalization, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The the signatories to the Parent Stockholder Voting Agreements will hold at least 55% of the Preference Shares Series (B new) of Micromet and, upon consummation of the Micromet Recapitalization, will hold at least a majority of the outstanding shares of common stock of Parent Common Stock to be issued upon exercise (assuming conversion of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements convertible security as set forth in applicable on Part 2.3(d)(ii) of the Parent ContractsDisclosure Schedule).

Capitalization, Etc. (aA) The authorized capital stock of Parent consists of: (i) 200,000,000 60,000,000 shares of Parent Common Stock Stock, of which 14,215,003 shares had been issued and were outstanding as of March 5, 2004; and (ii) 5,000,000 3,000,000 shares of Parent Preferred Stock. As , of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have had been issued and are outstandingwere outstanding as of March 5, 689,678 2004. Parent has not repurchased any shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24its capital stock subsequent to March 5, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury2004. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance first offer or any similar right created by Parent or imposed under applicable law with respect to capital stock of Parent. None of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. . There is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (b) All or granting any option or similar right with respect to), any shares of Parent Common Stock. Parent is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock and all outstanding shares Stock. (B) As of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with March 5, 2004: (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The 3,288,696 shares of Parent Common Stock were subject to be issued upon exercise issuance pursuant to outstanding options to purchase shares of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, Common Stock; and (ii) all requirements 116,865 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's Employee Stock Purchase Plan. (C) Except as set forth in applicable Parent Contracts.Section 3.3(b), as of March 5, 2004, there was no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 200,000,000 30,000,000 shares of Parent Common Stock and (ii) 5,000,000 of no par value per share, of which 15,711,877 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and Stock, no par value per share, of which no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Schedule 3.3(a) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock or Parent Preferred Stock. Parent is not under any obligation or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. Parent is the sole owner of each outstanding share of capital stock and/or other equity interests in each Parent Subsidiary. (b) As of the date of this Agreement, 2,268,686 shares of Parent Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and otherwise are referred to in this Agreement as "Parent Options."). Parent has made available to the Company (A) accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Parent Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Parent Option was granted; (iii) the name of the optionee; (iv) the number of shares of Parent Common Stock subject to such Parent Option; (v) the exercise price of such Parent Option; (vi) the date on which such Parent Option was granted; (vii) the applicable vesting schedules, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Parent Option expires.. (c) Except as set forth in Schedule 3.3(c) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option (other than Parent Options described under Section 3.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any Parent Subsidiary. (d) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 of 50,000,000 shares, of which 50,000,000 are shares of Parent Common Stock and there are no shares of Preferred Stock (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 5,500,000 shares of Parent Common Stock have been were issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 Stock; (iii) no shares of Parent Common Stock are were held by Parent in Parent's its treasury; (iv) there were no outstanding options to purchase shares of Parent Common Stock; and (v) there were no outstanding warrants exercisable for shares of Parent Common Stock. All of the Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable, and are free of preemptive rights. None of Other than the Parent Common Stock, there are no outstanding shares bonds, debentures, notes or other indebtedness or securities of Parent Common Stock is entitled having the right to vote (or subject convertible into, or exchangeable for, securities having the right to vote) on any preemptive right, right matters on which stockholders of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of ParentParent may vote. (b) There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. (c) All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, Requirement applicable to Parent; and (ii) all material requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractscontracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 100,000,000 shares of Parent Common Stock and (ii) 5,000,000 2,000,000 shares of Parent Preferred Stock, of which 100,000 shares have been designated as Series A Participating Preferred Stock pursuant to the Parent Stockholder Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of November 24May 11, 20012004, 65,966,332 18,017,765 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock have been issued or are issued and outstanding. As of November 24, 2001, 360,701 No shares of Parent Common Stock are held in Parent's treasurytreasury or are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which Parent is a party and, to Parent's knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of Parent Common Stock other than the Parent Voting Agreements and the Lock-Up Agreements. None of the ▇▇▇▇ Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of May 11, 2004: (i) 4,764,080 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1994 Incentive Stock Plan, of which options to acquire 109,228 shares of Parent Common Stock are outstanding; (ii) 3,500,000 shares of Parent Common Stock are reserved for issuance under the 2000 Stock Plan, of which 2,523,504 shares of Parent Common Stock are outstanding; (iii) 500,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2000 Directors' Stock Option Plan, of which options to acquire 131,000 shares of Parent Common Stock are outstanding; and (iv) 341,647 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the "PARENT ESPP"). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as "PARENT OPTIONS." Schedule 3.3(b) of the Parent Disclosure Letter sets forth the following information with respect to each Parent Option outstanding as of May 11, 2004: (i) the particular plan pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, and other than the Parent Stockholder Rights Agreement and the rights thereunder, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the ▇▇▇▇ Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the ▇▇▇▇ Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "POISON PILL"; or (iv) Contract under which any of the ▇▇▇▇ Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities ("PARENT RIGHTS AGREEMENTS") (items (i) through (iv) above, collectively, "PARENT STOCK RIGHTS"). (d) All outstanding shares of Parent Common Stock Stock, all outstanding Parent Options and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent ContractsCommon Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Significant Parent's Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the ▇▇▇▇ Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Schedule 3.3(d) of the Parent Common Stock to be issued Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the ▇▇▇▇ Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the outstanding stock of Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent ContractsSub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of (i) 200,000,000 One Hundred Twenty Million (120,000,000) shares of Parent Common Stock Stock, par value $0.001 per share, of which Twenty Seven Million Ten Thousand Two Hundred Two (27,010,202) shares have been issued and are outstanding as of this Agreement and (ii) 5,000,000 Five Million (5,000,000) shares of undesignated Parent Preferred Stock. As , par value $0.001 per share of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 . Parent does not hold any shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held its capital stock in Parent's its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right. None of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Parent is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. Part 3.3(a) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent with respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options), and specifies, with respect to such repurchase rights, each holder of Parent Common Stock, the date of purchase of such Parent Common Stock, the number of shares of Parent Common Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Parent Common Stock filed an election under Section 83(b) of the Code with respect to such Parent Common Stock within 30 days of purchase. (b) Except for the 2004 stock option and incentive plan, the 2014 stock option and incentive plan, as amended and the employee stock purchase plan (collectively, the “Parent Stock Plans”), Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Part 3.3(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement: (i) the name of the option holder; (ii) the number of shares of Parent Common Stock subject to such Parent Option; (iii) the exercise price of such Parent Option; (iv) the date on which such Parent Option was granted; (v) the applicable vesting schedule, including the number of vested and unvested shares; (vi) the date on which such Parent Option expires; and (vii) whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) Part 3.3(c) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent RSU outstanding as of the date of this Agreement: (i) the name of the holder of the Parent RSU; (ii) the number of shares of Parent Common Stock subject to such Parent RSU; (iii) the date on which such Parent RSU was granted; and (iv) the applicable vesting schedule. Parent has made available to the Company accurate and complete copies of all equity incentive plans pursuant to which Parent has ever granted restricted stock units, and the forms of all restricted stock unit award agreements evidencing such restricted stock units. (d) Part 3.3(d) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Warrant outstanding as of the date of this Agreement: (i) the name of the warrant holder; (ii) the number of shares of Parent Common Stock subject to such Parent Warrant; (iii) the exercise price of such Parent Warrant; (iv) the date on which such Parent Warrant was granted; and (v) the date on which such Parent Warrant expires. Parent has delivered to the Company accurate and complete copies of all Parent Warrants. (e) Except for the outstanding Parent Options, Parent RSUs, Parent Warrants or as set forth on Part 3.3(e) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. (f) All outstanding shares of Parent Common Stock and all outstanding shares of capital options, restricted stock of each Significant Subsidiary units, warrants and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of (i) 200,000,000 100,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24the close of business on September 15, 2001, 65,966,332 2008: (A) 53,663,805 shares of Parent Common Stock have been were issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and ; (B) no shares of Parent Series A Preferred Stock are were issued and or outstanding. As ; (C) no shares of November 24Parent Common Stock were held by Parent in its treasury; (D) there were outstanding Parent Options to purchase 5,594,298 shares of Parent Common Stock, 2001, 360,701 outstanding restricted stock units pursuant to which 27,332 shares of Parent Common Stock are held in Parent's treasuryissuable, and 6,806,216 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans (not including shares issuable pursuant to Parent Options and restricted stock units); and (E) there were outstanding warrants (“Parent Warrants”) exercisable for 850,224 shares of Parent Common Stock and such number of shares of Parent Common Stock were reserved for issuance upon conversion of such Parent Warrants. All of the Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. None During the period from September 15, 2008 to the date of the outstanding this Agreement, (i) there have been no issuances by Parent of shares of capital stock of Parent Common Stock is entitled other than issuances of capital stock of Parent pursuant to the exercise of Parent Options outstanding on such date and (ii) there have been no issuances of Parent Options or subject other options, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to September 15, 2008, declared or paid any preemptive rightdividend, right of participationor declared or made any distribution on, right of maintenance or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any similar right other recapitalization of, any of its capital stock, or subject directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to take any right of first refusal in favor of Parent. (b) All such action, and there are no outstanding shares contractual obligations of Parent Common Stock and all of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of each Significant Subsidiary Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent have been issued having the right to vote (or, other than the outstanding Parent Options and granted warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (b) Except as set forth in compliance with Section 3.3(a), (i) all applicable as of September 15, 2008, no shares of capital stock or other voting securities laws and other applicable Legal Requirementsof Parent are issued, reserved for issuance or outstanding, and (ii) all requirements set forth in applicable Parent Contracts. All of the there are no outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issuedsecurities, are fully paid and nonassessable and are owned beneficially and of record by Parentoptions, free and clear warrants, calls, rights, commitments, agreements, arrangements or undertakings of any Encumbrances. The kind to which Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.or any of

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of (i) 200,000,000 shares of Parent Common Stock Stock, par value $0.001 per share and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stock, par value $0.001 per share. As of November 24the close of business on May 7, 2001, 65,966,332 2010: (A) 44,257,042 shares of Parent Common Stock have been were issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and ; (B) no shares of Parent Series A Preferred Stock are were issued and or outstanding. As of November 24, 2001, 360,701 ; (C) no shares of Parent Common Stock are were held by Parent in its treasury; (D) there were outstanding Parent Options to purchase 5,844,329 shares of Parent Common Stock and outstanding unvested restricted stock units of 2,011,146 shares of Parent Common Stock and 1,532,582 shares of Parent Common Stock were reserved for issuance under the Parent's treasury. All ’s Stock Plans (including upon exercise of the Parent Options); and (E) there were no outstanding warrants exercisable for shares of Parent Common Stock and such number of shares of Parent Common Stock were reserved for issuance upon conversion of such warrants. Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. None During the period from May 7, 2010 to the date of the outstanding this Agreement, (1) there have been no issuances by Parent of shares of capital stock of Parent Common Stock is entitled other than issuances of capital stock of Parent pursuant to the exercise of Parent Options outstanding on such date and (2) there have been no issuances of Parent Options or subject other options, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to May 7, 2010, declared or paid any preemptive rightdividend, right of participationor declared or made any distribution on, right of maintenance or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any similar right other recapitalization of, any of its capital stock, or subject directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to take any right of first refusal in favor of Parent. (b) All such action, and there are no outstanding shares contractual obligations of Parent Common Stock and all of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of each Significant Subsidiary Parent. Other than shares of Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or, other than the outstanding Parent Options and warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (b) As of May 7, 2010, 5,844,329 shares of Parent Common Stock are subject to issuance pursuant to outstanding Parent Options and 2,011,146 shares of Parent Common Stock are subject to issuance pursuant to outstanding restricted stock units. Part 3.3(b) of the Parent Disclosure Schedule sets forth accurate and complete information with respect to the holder, the vesting, the exercise price, the expiration date and the number of underlying shares of each Parent Option outstanding as of the date of this Agreement. All outstanding Parent Options were granted pursuant to the terms of one of the Parent Stock Plans. Parent has delivered or made available to the Company accurate and complete copies of each of the Parent Stock Plans. The Parent Stock Plans are binding upon and enforceable by Parent against all holders of Parent Options, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option, call warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquiring Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquiring Corporations; (iii) Contract under which any of the Acquiring Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquiring Corporations. (d) All outstanding shares of capital stock, and all options, warrants and other securities of the Acquiring Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Contracts. . (e) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The . (f) Since January 1, 2006, except as set forth in Part 3.3(f) of the Parent Common Stock to be issued in Disclosure Schedule, none of the Merger willAcquiring Corporations has ever repurchased, when issued in accordance with the provisions redeemed or otherwise reacquired any securities of this Agreementany Acquiring Corporation, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares than Parent Options forfeited by employees of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent an Acquiring Corporation in connection with the Merger will, when issued, be issued and granted termination of such employee’s employment with an Acquiring Corporation. All securities so reacquired by Parent or any other Acquiring Corporation were reacquired in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock Parent Capital Stock consists solely of Parent consists of: (i) 200,000,000 35 million shares of Parent Common Stock and Class A common stock, (ii) 5,000,000 200 million shares of Class B common stock, and (iii) 10 million shares of Parent Preferred Stock. A total of 23,921,892 of shares of Parent Class B Common Stock, 787,163 shares of Parent Class A Common Stock and no shares of Parent Preferred Stock are issued and outstanding as of the date hereof. As of November 24the date hereof, 2001, 65,966,332 Parent has reserved the following shares of Parent Common Stock have been for issuance to employees, non-employee directors and consultants pursuant to the Parent Equity Plan or otherwise: 638,409 shares are subject to outstanding and unexercised options to purchase Parent Class B Common Stock, 608,541 shares are subject unvested restricted stock awards, and 171,986 shares remain available for issuance thereunder. The Debt of Parent as of the Parent date hereof is listed in Part 3.2(a) of the Parent Disclosure Schedule. (b) Except as described in Section 3.2(a) (Capitalization, Etc.), (A) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) issued or granted by Parent, and there are outstandingno securities of Parent outstanding which upon conversion or exchange would require, 689,678 the issuance, sale or transfer of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Parent Cumulative Preferred Capital Stock have been issued or other equity securities of Parent, (B) there are outstanding and no obligations, contingent or otherwise, of Parent to (1) repurchase, redeem or otherwise acquire any shares of Parent Series A Preferred Capital Stock or (2) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person. (c) There are issued and outstandingno outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Parent. (d) There are no bonds, debentures, notes or other Debt of Parent or its Subsidiaries having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which holders of Parent Capital Stock may vote. As There are no voting trusts, irrevocable proxies or other Contracts or understandings to which Parent, or any holder of November 24, 2001, 360,701 the warrants or options to purchase Parent Common Stock is a party or is bound with respect to the voting or consent of any shares of Parent Common Stock are held in Parent's treasury. Capital Stock. (e) All of the outstanding shares of Parent Common Capital Stock are and have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or , are not subject to any preemptive rightrights, right of participationpurchase options, right of maintenance or any similar right or subject to any right call options, rights of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock or similar rights or any other Liens and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in all material respects in compliance with (i) all applicable securities laws Laws and other applicable Legal RequirementsLaws. (f) The authorized capital stock of First Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and (ii) all requirements set forth in applicable Parent Contractsoutstanding. All of the issued and outstanding shares of capital stock of First Merger Sub is, and as of the First Effective Time shall be, directly or indirectly owned by Parent. (g) The Second Merger Sub has only one class of membership interests. All of the issued and outstanding equity interests of Second Merger Sub is, and as of each of the Significant Subsidiaries First Effective Time and Second Effective Time shall be, directly or indirectly owned by Parent. (h) All of the Parent have been duly authorized and are validly issuedSubsidiaries, except Merger Subs, are fully paid and nonassessable and are owned beneficially and set forth in the Parent SEC Documents. Parent owns, directly or indirectly, the capital stock or other equity interests of record by Parenteach Parent Subsidiary, free and clear of any Encumbrances. Liens, and all of the issued and outstanding shares of capital stock or other equity interests of each Parent Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. (i) The Parent Common Stock to be issued in is listed on the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal RequirementsNYSE. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractswill maintain such listing immediately after Closing.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 of 500,000,000 shares of Parent Common Stock and (ii) 5,000,000 10,000,000 shares of Parent Preferred Stockpreferred stock. As of November 24May 31, 20012000, 65,966,332 (i) 137,939,221 shares of Parent Common Stock have been were issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are preferred stock were issued and outstanding. As of November 24, 2001, 360,701 ; (ii) Parent had reserved an additional 21,029,051 shares of Parent Common Stock are held in for issuance under Parent's treasury. All employee equity incentive plans, of which options to acquire 18,222,310 shares of Parent Common Stock were outstanding; (iii) Parent had reserved 3,000,000 shares of Parent Common Stock for purchase under Parent's employee stock purchase plan; (iv) Parent had reserved an additional 1,626,346 shares of Parent Common Stock for issuance upon exercise of outstanding warrants; and (v) all of the issued and outstanding shares of Parent Common Stock have had been duly authorized and validly issued, issued and are fully paid and nonassessable. None of the Parent is not under any obligation, nor bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of ParentStock. (b) All Except as set forth above, as of May 31, 2000 there was no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent, except for shares of Parent Common Stock issued in connection with the acquisition of CO Space, Inc. pursuant to that certain Agreement and all Plan of Merger and Reorganization, dated as of May 26, 2000, as amended; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities or (iv) to the Knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (aA) The authorized capital stock of Parent consists of: (i) 200,000,000 70,000,000 shares of Parent Common Stock and (ii) 5,000,000 Stock, of which 44,629,445 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 outstanding as of the date of this Agreement; and 30,000,000 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares Stock, none of Parent Series A Preferred Stock are which is issued and outstanding. As outstanding as of November 24, 2001, 360,701 shares the date of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Parent is under no obligation pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (B) As of the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2004 Equity Incentive Plan; (ii) 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Stock Option Plan; and (iii) 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "PARENT OPTIONS.") Part 3.2(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Parent Option expires. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which any of the outstanding Parent Options were issued, and the forms of all stock option agreements evidencing such options. (C) Except as set forth in Part 3.2(c) of the Parent Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or subject to receive any preemptive right, right shares of participation, right of maintenance capital stock or any similar right or subject to any right of first refusal in favor other securities of Parent. (bD) All outstanding shares capital stock, options and other securities of the Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent Entities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. . (E) All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 200,000,000 25,000,000 shares of Parent Common Stock Stock, of which 6,474,096 shares have been issued and are outstanding and of which no shares are held by Parent in its treasury as of the date of this Agreement; and (ii) 5,000,000 shares of Parent Preferred Stock. As , $0.001 par value per share, of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued outstanding or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held by the Company in Parent's its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Part 3.3(a)(i) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common Stock. Parent is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) All outstanding At the close of business on September 25, 1997: (i) 316,707 shares of Parent Common Stock and all were subject to issuance pursuant to outstanding shares of capital stock of each Significant Subsidiary of options to purchase Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and Common Stock under Parent's 1987 Stock Option Plan; (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The 352,068 shares of Parent Common Stock were subject to be issued upon exercise issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's 1995 Stock Option Plan; (iii) 62,500 shares of Company Assumed Options assumed Parent Common Stock were subject to issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's 1995 Non-Employee Director's Stock Option Plan; (iv) 110,302 shares of Parent Common Stock were subject to issuance pursuant to rights to purchase Parent Common Stock under Parent's 1995 Employee Stock Purchase Plan; and (v) 26,587 shares of Parent Common Stock were subject to issuance pursuant to outstanding options granted outside of any Parent stock option plan. (Stock options granted by Parent in connection with pursuant to the Merger will1995 Stock Option Plan, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.pursuant to the 1995 Non-

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 200,000,000 175,000,000 shares of Parent Common Stock Stock, of which 100,867,920 shares have been issued and are outstanding; and (ii) 5,000,000 shares of Parent Preferred Stock. As , of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no outstanding. Parent does not hold any shares of Parent Series A Preferred Stock are issued and outstanding. As its capital stock in its treasury as of November 24, 2001, 360,701 shares the date of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Bookham Corporations (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule and except for 508,237 restricted shares of Parent Common Stock (that are subject to vesting and right of repurchase in favor of Parent under certain circumstances): (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Bookham Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment. (bc) As of the date of this Agreement: (i) 8,673,676 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 500,000 shares of Parent Common Stock are reserved for future issuance pursuant to the 2004 Stock Purchase Plan (the “Parent ESPP”); (iii) 35,000 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 7,910,477 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans. (d) Parent has made available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of Parent RSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Bookham Corporations. (e) Part 3.3(e) of the Parent Disclosure Schedule accurately sets forth, with respect to each Parent Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Parent Warrant; (ii) the total number of shares of Parent Common Stock that are subject to such Parent Warrant; (iii) the date on which such Parent Warrant was issued and the term of such Parent Warrant; (iv) the vesting schedule for such Parent Warrant; and (v) the exercise price per share of Parent Common Stock purchasable under such Parent Warrant. The Parent has Made Available to Parent accurate and complete copies of each Contract pursuant to which any Parent Warrant is outstanding. (f) Except as set forth in Sections 3.3(a), 3.3(c), 3.3(e) and 3.3(g) or in Part 3.3(f) of the Parent Disclosure Schedule, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Bookham Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Bookham Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Bookham Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All outstanding shares of Parent Common Stock Stock, and all outstanding shares options and other securities of capital stock of each Significant Subsidiary of Parent the Bookham Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Parent Contracts. . (h) All of the outstanding shares of capital stock of each of the Significant Parent’s Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Parent, (except with respect to those Parent Subsidiaries organized under the laws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 3.3(h) of the Parent Disclosure Schedule), free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all Encumbrances (other than restrictions on transfer imposed by applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contractslaws).

Capitalization, Etc. (a) The As of May 27, 2021 (the “Parent Capitalization Date”), the authorized capital stock Parent Capital Stock consists solely of 35 million shares of Parent consists of: (i) 200,000,000 Class A Common Stock, 200 million shares of Parent Class B Common Stock. A total of 787,163 shares of Parent Class A Common Stock, 15,984,127 shares of Parent Class B Common Stock and no shares of Parent Preferred Stock are issued and outstanding as of the Parent Capitalization Date. As of the Parent Capitalization Date, Parent has reserved the following shares of Parent Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Parent Equity Plan or otherwise: 689,210 shares are subject to outstanding and unexercised options to purchase Parent Common Stock, 999,547 shares are subject unvested restricted stock awards, and 48,746 shares remain available for issuance thereunder. The Debt of Parent as of the Parent Capitalization Date is listed on Part 3.2(a) of the Parent Disclosure Schedule. (iib) 5,000,000 As of the Parent Capitalization Date, except as described in Section 3.2(a) (Capitalization, Etc.), (A) there are no other existing options, warrants, calls, rights (including contingent rights, conversion rights, preemptive rights, co-sale rights, rights of first refusal, convertible securities, subscription rights or other agreements or commitments of any character obligating the Parent to issue any shares or other convertible securities) issued or granted by Parent, and there are no securities of Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Parent Preferred Stock. As Capital Stock or other equity securities of November 24Parent, 2001(B) there are no obligations, 65,966,332 contingent or otherwise, of Parent to (1) repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or (2) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person. (c) As of the Parent Capitalization Date, there are no outstanding restricted shares, stock appreciation rights, phantom stock, contingent value rights, profit participation or similar rights with respect to the Parent. (d) There are no voting trusts, irrevocable proxies or other Contracts or understandings to which Parent, or any holder of the warrants or options to purchase Parent Common Stock have been issued and are outstanding, 689,678 is a party or is bound with respect to the voting or consent of any shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. Capital Stock. (e) All of the outstanding shares of Parent Common Capital Stock are and have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or , are not subject to any preemptive rightrights, right of participationpurchase options, right of maintenance or any similar right or subject to any right call options, rights of first refusal in favor of Parent. (b) All outstanding shares of Parent Common Stock or similar rights or any other Liens and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and material respects in compliance with all applicable securities laws Laws and other applicable Legal RequirementsLaws. (f) The authorized capital stock of Merger Sub I consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. The authorized units of Merger Sub II consists solely of 1,000 units, all of which are validly issued and outstanding. All of the issued and outstanding capital stock and units, as applicable, of each the Merger Subs is, and as of the Effective Time shall be, directly owned by Parent. (g) As of the Parent Capitalization Date, Pharma Holdings LLC is the beneficial owner of the 56% Warrant. Part 3.2(g) of the Parent Disclosure Schedule sets forth each date of exercise of the 56% Warrant, and the number, class and series of shares of Parent Common Stock Company capital stock issued to be issued Pharma Holdings LLC upon each exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts56% Warrant.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 200,000,000 175,000,000 shares of Parent Common Stock Stock, of which 100,867,920 shares have been issued and are outstanding; and (ii) 5,000,000 shares of Parent Preferred Stock. As , of November 24, 2001, 65,966,332 which no shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no outstanding. Parent does not hold any shares of Parent Series A Preferred Stock are issued and outstanding. As its capital stock in its treasury as of November 24, 2001, 360,701 shares the date of Parent Common Stock are held in Parent's treasurythis Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Bookham Corporations (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule and except for 508,237 restricted shares of Parent Common Stock (that are subject to vesting and right of repurchase in favor of Parent under certain circumstances): (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. ; and (biii) All there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Bookham Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and or other applicable Legal Requirementssecurities, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by except for Parent, free and clear of any Encumbrances. The Parent Common Stock ’s right to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The repurchase or reacquire restricted shares of Parent Common Stock to be issued held by an employee of Parent upon exercise termination of Company Assumed Options assumed by Parent in connection with such employee’s employment. (c) As of the Merger will, when issued, be issued and granted in compliance with date of this Agreement: (i) all applicable securities laws and other applicable Legal Requirements, and 8,673,676 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 500,000 shares of Parent Common Stock are reserved for future issuance pursuant to the 2004 Stock Purchase Plan (the “Parent ESPP”); (iii) 35,000 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 7,910,477 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans. (d) Parent has made available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of Parent RSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all requirements set forth equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in applicable the Parent Contracts.SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back