Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and 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 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 or any of its Subsidiaries. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The As of March 16, 2001, the authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 35,000,000 shares of Parent Common Stock were issued and outstanding(ii) 5,000,000 shares of preferred stock. As of the date March 16, 2001, 17,429,183 shares of this Agreement, no Parent Common Stock have been issued and are outstanding and 27,437 shares of Parent Preferred Stock are have been issued or are outstanding. No shares of capital stock of Parent 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. The authorized capital stock of Merger Sub consists of: 10,000 There are no shares of Merger Sub Parent Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as Stock held by any Parent Subsidiary. None of the date outstanding shares of this Agreement. Parent does not hold 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 its capital stock in its treasuryParent Common Stock. As of the date of this Agreement, neither Neither Parent nor Merger Sub any Subsidiary of Parent, is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22March 16, 2007, 4,661,933 2001: (i) 5,875,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted under Parent's 1997 Equity Incentive Plan and options to acquire 3,935,645 shares of Parent Common Stock are outstanding. Other than such ; (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 except 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 Part 3.3(bSection 3.3(a) of the Parent Disclosure Scheduleor (b) above, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (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 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 or any of its Subsidiaries.(items (i) through (iv), collectively, "Parent Stock Rights") (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were 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 Contracts. All of the outstanding shares of capital stock of each of the Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable 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.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 22November 24, 20072001, 17,680,230 65,966,332 shares of Parent Common Stock were 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 the date of this AgreementNovember 24, no 2001, 360,701 shares of Parent Preferred Common Stock are issued or outstandingheld 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. 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 None 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 StockStock 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) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All 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 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 each of the capital stock Significant Subsidiaries of Parent or 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 its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable 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 As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 900,000,000 shares of Parent Common Stock; and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock, of which no shares are outstanding. As of June 22April 15, 20072005, 17,680,230 244,726,482 shares of Parent Common Stock were issued and outstanding. As No shares of Parent Common Stock have been issued by Parent during the period commencing on April 16, 2005 and ending on the date of this Agreement. As of April 15, no 2005, 33,445,812 shares of Parent Common Stock 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 are issued or outstandingwere reserved for future issuance pursuant to Parent's 1997 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. 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. (bc) As of June 22Except as set forth in Sections 3.2(a) and 3.2(b), 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b3.2(c) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (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 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 of its Subsidiariesother securities. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The As of the close of business on July 12, 2018, the authorized capital stock of Parent consists of: (i) 150,000,000 125,000,000 shares of Parent Common Stock, of which 26,085,274 shares have been issued and are outstanding; and (ii) 10,000,000 3,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. As Parent holds 3,914,726 shares of June 22its capital stock in its treasury, 2007, 17,680,230 and none of the Parent Entities (other than Parent) holds any shares of Parent Common Stock were issued and outstandingor any rights to acquire shares of Parent Common Stock. As 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 Preferred Stock are issued Common Stock: (A) upon the exercise of Parent Warrants; or outstanding(B) upon the vesting or settlement of Parent RSUs, in each 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 authorized capital stock of Parent Common Stock to be issued in the First Merger Sub consists of: 10,000 shares of Merger Sub Common Stockwill be duly authorized, of which 100 shares have been validly issued, all to Parentfully paid and nonassessable. (b) Part 3.3(b) of the Parent Disclosure Schedule sets forth, and are outstanding as applicable, as of the date of this AgreementAgreement (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 repurchase or forfeiture, or any similar right, except that the Parent Restricted Stock is subject to a right of repurchase in favor of Parent. None of the outstanding shares of Parent does not hold 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 its capital stock in its treasuryParent Common Stock or any securities of any Significant Subsidiary of any Parent Entity. As None of the date of this Agreement, neither Parent nor Merger Sub Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities. (bd) As of June 22the close of business on July 12, 20072018, 4,661,933 no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except 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(b3.3(e) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no 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 Parent or any of its Subsidiariesthe Parent Entities; (ii) outstanding security, instrument or obligation of a Parent Entity that by its terms 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 of its Subsidiariesother securities. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all other securities 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 Material 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 or other equity securities of, or other ownership interests in, each of Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and, in the case of corporate Subsidiaries, nonassessable, and such shares, securities or interests are free of preemptive rights and are owned beneficially and of record by Parent (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 (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock Parent Capital Stock consists solely of Parent consists of: (i) 150,000,000 35 million shares of Parent Common Stock; and Class A common stock, (ii) 10,000,000 200 million shares of Class B common stock, and (iii) 10 million shares of Parent Preferred Stock. As A total of June 22, 2007, 17,680,230 23,921,892 of shares of Parent Class B Common Stock, 787,163 shares of Parent Class A Common Stock were issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued and outstanding as of the date hereof. As of the date hereof, 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 outstandingotherwise: 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 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 Capital Stock or other equity securities of Parent, (B) there are no obligations, 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) There are no 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. 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 is a party or is bound with respect to the voting or consent of any shares of Parent 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. The authorized capital stock , are not subject to any preemptive rights, purchase options, call options, rights of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares first refusal or similar rights or any other Liens and 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. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and 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 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 or any of its Subsidiaries. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in all material respects in compliance with 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 outstanding. All of the issued and outstanding 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 First Effective Time and Second Effective Time shall be, directly or indirectly owned by Parent.. (h) All of the Parent Subsidiaries, except Merger Subs, are set forth in the Parent SEC Documents. Parent owns, directly or indirectly, the capital stock or other equity interests of each Parent Subsidiary, free and clear of any 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 is listed on the NYSE. Parent will maintain such listing immediately after Closing.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 58,750,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 21,182,147 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 2,000,000 shares of Parent Preferred Stock, of which 45,000 have been designated as Series A Junior Participating Preferred Stock, $0.01 par value, of which no shares of Parent Preferred Stock or Series A Junior Participating Preferred Stock have been issued and are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold Abeline Corporations (other than the Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub 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 obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock 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 June 22, 2007, 4,661,933 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 stock options 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 and outstanding. Other than such stock options and except as set forth in Part 3.3(bunder the Parent Option Plans. (d) As of the date of this Agreement, 45,000 shares of Parent Disclosure SchedulePreferred 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Abeline Corporations; (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 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 its Subsidiariesa 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. (cg) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other Parent Equity Awards and other securities of 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 Contracts. (h) All of the outstanding shares of capital stock of each of the Parent's Subsidiaries 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 the Parent, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The As of June 18, 2001, the authorized capital stock of Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 2218, 20072001, 17,680,230 54,313,381 shares of Parent Common Stock were have been issued and are outstanding, 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 the date of this AgreementJune 18, no 2001, 610,622 shares of Parent Preferred Common Stock are issued or outstandingheld 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. 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 None 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 StockStock 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) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All 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 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 each of the capital stock Subsidiaries of Parent or have been duly authorized and are validly issued, are fully paid and nonassessable 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 its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable 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 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) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 30,000,000 shares of Parent Common Stock were of no par value per share, of which 15,711,877 shares have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, no par value per share, of which no shares of Parent Preferred Stock are issued or and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Schedule 3.3(a) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold 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 its capital stock in its treasuryParent Common Stock or Parent Preferred Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated 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 June 22the date of this Agreement, 2007, 4,661,933 2,268,686 shares of Parent Common Stock are reserved for future subject to issuance pursuant to stock outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and outstandingotherwise are referred to in this Agreement as "Parent Options."). Other than 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 stock options and except (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 Part 3.3(bSchedule 3.3(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, optionoption (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 or any of its SubsidiariesParent; (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 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 of its SubsidiariesParent Subsidiary. (cd) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock 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 Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 60,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 28,400,393 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As 27,756,493 are outstanding as of the date of this Agreement, no ; and (ii) 2,000,000 shares of Parent Preferred Stock are Stock, of which no shares have been issued or are outstanding. Parent holds 643,900 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold Accelrys Corporations (other than Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub 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 obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock 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 June 22the date of this Agreement, 2007400,000 shares of Parent Preferred Stock, 4,661,933 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 stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Accelrys Corporations; (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 or other securities of Parent 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 its Subsidiariesa 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. (cg) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all Parent Equity Awards and other securities of 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 Contracts. (h) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries 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.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock, $0.001 par value per share, of which 15,049,808 shares are issued and are outstanding; and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As , $0.001 par value per share, 1,321,514 of June 22which have been designated as Series A Convertible Preferred Stock, 2007$0.001 par value per share, 17,680,230 1,321,514 of which shares of Parent Common Stock were are issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold ▇▇▇▇ Corporations (other than the Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.5(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub 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 obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock 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 June 22, 2007, 4,661,933 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 stock options equity awards not yet granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of under the Parent Disclosure Schedule, 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe ▇▇▇▇ Corporations; (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 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 its Subsidiariesa 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. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other Parent Equity Awards and other securities of 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 Contracts. (g) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries 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 the Parent, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 500,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 shares of Parent Preferred Stockpreferred stock. As of June 22April 30, 20072000, 17,680,230 (i) 134,213,706 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, outstanding and no shares of preferred stock were issued and outstanding; (ii) Parent Preferred had reserved an additional 21,291,566 shares of Parent Common Stock are issued or for issuance under Parent's employee equity incentive plans, of which options to acquire 17,198,475 shares of Parent Common Stock were outstanding. All ; (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 1,670,680 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. 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 is 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 nor bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Except as set forth in Part 3.3(b) of the Parent Disclosure Scheduleabove, as of the date of this Agreement April 30, 2000 there is no 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 or any of its SubsidiariesParent; (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 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 its Subsidiaries. (c) All outstanding 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 and options or other securities of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal RequirementsParent.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 30,000,000 shares of Parent Common Stock were of no par value per share, of which 15,711,877 shares have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, no par value per share, of which no shares of Parent Preferred Stock are issued or and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Schedule 3.3(a) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold 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 its capital stock in its treasuryParent Common Stock or Parent Preferred Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated 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 June 22the date of this Agreement, 2007, 4,661,933 2,268,686 shares of Parent Common Stock are reserved for future subject to issuance pursuant to stock outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and outstandingotherwise are referred to in this Agreement as "Parent Options."). Other than 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 stock options and except (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 Part 3.3(bSchedule 3.3(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, optionoption (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 or any of its SubsidiariesParent; (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 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 of its SubsidiariesParent Subsidiary. (cd) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock 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 Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 19,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were (with par value $.01), of which 6,959,810 shares have been issued and outstanding. As are outstanding as of the date of this Agreement, no ; and (ii) 1,000,000 shares of Parent Preferred Stock are issued or outstanding(with par value $.01), none of which is outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 non-assessable. (b) Parent has reserved (i) 2,000,000 shares of Merger Sub Parent Common StockStock for issuance under its 1997 Equity Incentive Plan, of which 100 options to purchase 879,297 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any ; (ii) 525,000 shares of Parent Common Stock for issuance under its capital stock in its treasury. As 1992 Outside Directors' Plan, of which options to purchase 291,500 shares are outstanding 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. ; (biii) As of June 22, 2007, 4,661,933 270,671 shares of Parent Common Stock are reserved for future issuance pursuant to under outstanding non-plan stock options granted options; and outstanding(iv) 138,000 shares of Parent Common Stock for issuance under outstanding warrants. Other than such stock options and except Except as set forth in this Section 3.4 and in Part 3.3(b) 3.4 of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (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 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 best of its Subsidiariesthe knowledge of Parent, condition or circumstance that could 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 Parent. (c) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all outstanding options and warrants of Parent, 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. (d) All securities that have been reacquired by Parent were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all material requirements set forth in applicable restricted stock purchase agreements and other applicable Parent Contracts. (e) All of the outstanding shares of capital stock of each of the Parent Subsidiaries are validly issued (in compliance with all applicable securities laws and other Legal Requirements and applicable Legal RequirementsParent Contracts), fully paid and nonassessable and are owned beneficially by Parent, free and clear of any Encumbrance.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 an unlimited number of shares of Parent Common Stock, no par value, of which 22,438,176 shares have been issued and are outstanding as of December 31, 2014; and (ii) 10,000,000 an unlimited number of shares of Parent Preferred Stock. As , no par value, of June 22, 2007, 17,680,230 shares which none are issued or outstanding as of Parent Common Stock were issued and outstanding. As of the last Business Day ending immediately prior to the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold Corporations (other than the Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub 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 obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock 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 June 22, 2007, 4,661,933 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 stock options equity awards not yet granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of under the Parent Disclosure ScheduleOption 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Parent Corporations; (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 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 its Subsidiariesa 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. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other Parent Equity Awards and other securities 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 Contracts. (g) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries 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 the Parent, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock, of which 27,276,734 shares are issued and outstanding as of March 31, 2020; and (ii) 10,000,000 8,000,000 shares of Parent Preferred Stock. As , of June 22, 2007, 17,680,230 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no which 3,906 shares of Parent Preferred Stock are issued or outstandingoutstanding as of the March 31, 2020 (the “Parent Preferred Stock”). All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold Companies (other than Parent) holds any shares of its capital stock in its treasuryParent Common Stock or any rights to acquire shares of Parent Common Stock. As (b) (i) None of the date outstanding shares of this AgreementParent Common Stock is entitled or subject to any preemptive right, neither 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 nor Merger Sub Company or, to Parent’s knowledge, to which any stockholder of Parent, is under a party; (ii) none of the outstanding shares of Parent Common Stock is subject to any obligationright 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 StockStock 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 June 22March 31, 2007, 4,661,933 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 stock options 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 outstanding. Other than such stock options and except (v) 10,000 shares of Parent Common Stock are subject to issuance pursuant to Parent Warrants. (d) Except as set forth in Part 3.3(bSections 3.3(a) of the Parent Disclosure Scheduleand 3.3(c), as of the date of this Agreement March 31, 2020 there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Parent Companies; (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 or other securities of Parent or any of its Subsidiaries.the Parent Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison 36 (ce) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all Parent Options and other securities 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 Contracts. (f) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and 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, other than restrictions under applicable securities laws and Parent Permitted Encumbrances. 3.4

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 50,000,000 shares of Parent stock, 40,000,000 shares are designated Common Stock; , $.001 par value, of which 6,101,555 shares were issued and (ii) are outstanding as of the date of this Agreement and 10,000,000 shares of are designated Preferred Stock, $.001 par value, ("Parent Preferred Stock. As ") of June 22which 68,100 shares are designated Series A Preferred Stock, 2007, 17,680,230 shares all of Parent Common Stock which were issued and outstanding. As outstanding as of the date of this Agreement, no 334,907 shares are designated Series B Preferred Stock, all of Parent Preferred Stock which are issued or outstandingand outstanding as of the date of this Agreement, 5,000,000 shares are designated Series C Preferred Stock, of which 4,458,332 shares are issued and outstanding as of the date of this Agreement, and 2,400,000 shares are designated Series D Preferred Stock, of which 1,714,940 shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The authorized capital stock of Merger Sub consists of: of 10,000 shares of common stock, of which 1,000 shares are issued and outstanding. All of the outstanding shares of Merger Sub Common Stock, of which 100 shares common stock have been duly authorized and are validly 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 Stockfully-paid and non-assessable. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Except as contemplated in the Merger or as set forth in Part 3.3(b3.4(b) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesMerger Sub; (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 or other securities of Parent or Merger Sub; (iii) Contract under which Parent or Merger Sub is or may become obligated to sell or otherwise issue any shares of its Subsidiaries. (c) All outstanding capital stock and options or any other securities; or (iv) to the Knowledge of Parent and Merger Sub were issued and granted in compliance with all applicable 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 laws and other applicable Legal Requirementsof Parent.

Capitalization, Etc. (a) The As of August 9, 2007, the authorized capital stock of Parent consists of: (i) 150,000,000 500,000,000 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 August 9, 2007: (A) 3,261,480 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s Employee Stock Purchase Plan (the “Parent ESPP”); (B) 28,227,635 shares of Parent Common Stock were reserved for issuance pursuant to the exercise of outstanding awards, warrants and other rights to acquire shares of Parent Common Stock; and (iiC) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 13,456,031 shares of Parent Common Stock were issued reserved for future issuance pursuant to awards not yet granted under Parent’s equity incentive and outstanding. As stock option plans. (b) (A) None of the date of this Agreement, no outstanding shares of Parent Preferred Common Stock are issued is entitled or outstanding. 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 otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for Parent’s rights pursuant to its equity incentive plans and director stock option plans to repurchase, redeem or otherwise acquire restricted shares of Parent Common Stock or other securities held by participants in such plans. (c) All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock. (d) Except as set forth in Section 3.2(a), 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. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (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 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 of its Subsidiariesother securities. (ce) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all awards and other securities of 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 Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 500,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 shares of Parent Preferred Stockpreferred stock. As of June 22May 31, 20072000, 17,680,230 (i) 137,939,221 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, outstanding and no shares of preferred stock were issued and outstanding; (ii) Parent Preferred had reserved an additional 21,029,051 shares of Parent Common Stock are issued or for issuance under Parent's employee equity incentive plans, of which options to acquire 18,222,310 shares of Parent Common Stock were outstanding. All ; (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. 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 is 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 nor bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Except as set forth in Part 3.3(b) of the Parent Disclosure Scheduleabove, as of the date of this Agreement May 31, 2000 there is no 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 or any Common Stock issued in connection with the acquisition of its SubsidiariesCO Space, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of May 26, 2000, as amended; (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 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 its Subsidiaries. (c) All outstanding 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 and options or other securities of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal RequirementsParent.

Capitalization, Etc. (aA) The authorized capital stock of Parent consists of: (i) 150,000,000 60,000,000 shares of Parent Common Stock, of which 14,215,003 shares had been issued and were outstanding as of March 5, 2004; and (ii) 10,000,000 3,000,000 shares of Parent Preferred Stock, of which no shares had been issued and were outstanding as of March 5, 2004. As of June 22, 2007, 17,680,230 Parent has not repurchased any shares of Parent Common Stock were issued and outstanding. As of the date of this Agreementits capital stock subsequent to March 5, no shares of Parent Preferred Stock are issued or outstanding2004. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of first offer or any similar right created by Parent or imposed under applicable law with respect to capital stock of Merger Sub consists of: 10,000 Parent. None of the outstanding shares of Merger Sub Parent Common StockStock 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 which 100 shares have been issued(or granting any option or similar right with respect to), 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 treasuryParent Common Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (bB) As of June 22March 5, 2007, 4,661,933 2004: (i) 3,288,696 shares of Parent Common Stock are were subject to issuance pursuant to outstanding options to purchase shares of Parent Common Stock; and (ii) 116,865 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Parent's Employee Stock Purchase Plan. (C) Except as set forth in Part Section 3.3(b) of the Parent Disclosure Schedule), as of the date of this Agreement March 5, 2004, there is no was no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of 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 or any of its Subsidiaries. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.acquire

Capitalization, Etc. (a) The As of September 26, 2002, the authorized capital stock of Parent consists of: (i) 150,000,000 50,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 500,000 shares of Parent Preferred Stock. As of June 22September 26, 20072002, 17,680,230 7,772,285 shares of Parent Common Stock were have been issued and are outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No 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. 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 None 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 StockStock 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) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All 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 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 each of the capital stock Subsidiaries of Parent or 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 its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable 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 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. (c) Parent owns directly all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 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 June 22May 11, 20072004, 17,680,230 18,017,765 shares of Parent Common Stock were have been issued or are outstanding and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent’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. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock 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 100 shares have been issuedParent is a party and, all to Parent’s knowledge, and are outstanding as of there is no Contract between other Persons, relating to the date of this Agreement. Parent does not hold voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of its capital stock in its treasuryParent Common Stock other than the Parent Voting Agreements and the Lock-Up Agreements. As None of the date of this Agreement, neither Parent nor Merger Sub ▇▇▇▇ Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22May 11, 2007, 4,661,933 2004: (i) 4,764,080 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and under the 1994 Incentive Stock Plan, of which options to acquire 109,228 shares of Parent Common Stock are outstanding. Other than such ; (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 except (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 set forth in Part 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 ScheduleLetter 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe ▇▇▇▇ Corporations; (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 or other securities of Parent 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 of its Subsidiariesother securities (“Parent Rights Agreements”) (items (i) through (iv) above, collectively, “Parent Stock Rights”). (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were 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 Common 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 Parent’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable 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. Schedule 3.3(d) of the Parent 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 Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 50,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 2230, 20072008, 17,680,230 24,315,569 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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. (b) As of June 2230, 20072008, 4,661,933 9,325,067 shares of Parent Common Stock are reserved for future issuance pursuant to stock warrant options previously granted and outstandingoutstanding . . Other than such stock warrant options and except as set forth in Part 3.3(b) 3.3 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 Parent or any of its SubsidiariesCommon Stock; (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 or any of its SubsidiariesCommon Stock. (c) As of the date of this Agreement, there 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, 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 options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of Parent DPI consists of: (i) 150,000,000 100,000,000 shares of Parent DPI Common Stock; Stock and (ii) 10,000,000 1,000,000 shares of Parent Preferred Stock, par value $.001 per share. As of June 22April 7, 20072006, 17,680,230 26,436,931 shares of Parent DPI Common Stock were have been issued and are outstanding. As of the date of this Agreement, and no shares of Parent DPI Preferred Stock have been issued and are issued or outstanding. All of the outstanding shares of Parent DPI Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon assessable. The DPI has no 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, other than as set forth in this Section 3.3(a) and there 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 no issued and outstanding shares of Parent DPI’s capital stock other than the shares of DPI Common StockStock as set forth in this Section 3.3(a). (b) As of June 22April 7, 20072006, 4,661,933 DPI has reserved 6,297,374 shares of Parent DPI Common Stock for issuance under its DPI 2000 Stock Incentive Plan, of which options to purchase 2,103,961 shares of DPI Common Stock are outstanding as of April 7, 2006. As of April 7, 2006, DPI has reserved 2,498,032 shares of DPI Common Stock for issuance under its DPI 2000 Employee Stock Purchase Plan, of which 181,202 shares of DPI Common Stock are outstanding as of April 7, 2006. As of April 7, 2006, 424,500 shares of DPI Common Stock are reserved for future issuance pursuant to grants of restricted stock options granted and outstandingof DPI. Other than such stock options and except Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, as of the date of this Agreement and the Contemplated Transactions, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesDPI; (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 or other securities of Parent DPI; (iii) Contract under which DPI is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of its SubsidiariesDPI; or (iv) condition or circumstance that would 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 DPI. DPI has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any action of DPI. (c) All outstanding capital stock shares of DPI Common Stock, and options of Parent and Merger Sub were all outstanding DPI Options, 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 DPI Constituent Documents and applicable Contracts.

Capitalization, Etc. (a) The As of September 18, 2001, the authorized capital stock of Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 22September 18, 20072001, 17,680,230 64,949,982 shares of Parent Common Stock were have been issued and are outstanding, 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 the date of this AgreementSeptember 18, no 2001, 362,815 shares of Parent Preferred Common Stock are issued or outstandingheld 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. 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 None 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 StockStock 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) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All 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 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 each of the capital stock Significant Subsidiaries of Parent or 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 its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable 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 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 May 27, 2021 (the “Parent Capitalization Date”), the authorized capital stock Parent Capital Stock consists solely of Parent consists of: (i) 150,000,000 35 million shares of Parent Class A Common Stock; and (ii) 10,000,000 , 200 million shares of Parent Preferred Class B Common Stock. As A total of June 22, 2007, 17,680,230 787,163 shares of Parent Class A Common Stock, 15,984,127 shares of Parent Class B Common Stock were issued and outstanding. As of the date of this Agreement, 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 outstandingotherwise: 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. (b) 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 Capital Stock or other equity securities of Parent, (B) there are no obligations, 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 is a party or is bound with respect to the voting or consent of any shares of Parent 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. , are not subject to any preemptive rights, purchase options, call options, rights of first refusal or similar rights or any other Liens and have been issued and granted in all material respects in compliance with all applicable securities Laws and other applicable Laws. (f) The authorized capital stock of Merger Sub I consists of: 10,000 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 Common StockII 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 which 100 shares have been issued, all to Parenteach the Merger Subs is, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. Effective Time shall be, directly owned by Parent. (g) As of the date Parent Capitalization Date, Pharma Holdings LLC is the beneficial owner 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. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstandingthe 56% Warrant. Other than such stock options and except as set forth in Part 3.3(b3.2(g) of the Parent Disclosure Schedule, as Schedule sets forth each date of exercise of the date 56% Warrant, and the number, class and series 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 Company capital stock of 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 issued to Pharma Holdings LLC upon each exercise of the capital stock of Parent or any of its Subsidiaries56% Warrant. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 175,000,000 shares of Parent Common Stock, of which 100,867,920 shares have been issued and are outstanding; and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. As of June 22, 2007, 17,680,230 Parent does not hold any shares of Parent Common Stock were issued and outstanding. As its capital stock in its treasury as of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold Bookham Corporations (other than Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule and except for 508,237 restricted shares of this AgreementParent 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, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub 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 obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock 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 June 22, 2007, 4,661,933 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 options 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. Other than such stock options and except . (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(b3.3(f) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Bookham Corporations; (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 or other securities of Parent 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 of its Subsidiariesother securities. (cg) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other securities of 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 Contracts. (h) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and 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 (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock Parent Capital Stock consists solely of Parent consists of: (i) 150,000,000 35 million shares of Parent Common Stock; and Class A common stock, (ii) 10,000,000 200 million shares of Class B common stock, and (iii) 10 million shares of Parent Preferred Stock. As A total of June 22, 2007, 17,680,230 23,921,892 of shares of Parent Class B Common Stock, 787,163 shares of Parent Class A Common Stock were issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued and outstanding as of the date hereof. As of the date hereof, 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 outstandingotherwise: 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 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 Capital Stock or other equity securities of Parent, (B) there are no obligations, 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) There are no 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. 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 is a party or is bound with respect to the voting or consent of any shares of Parent 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. The authorized capital stock , are not subject to any preemptive rights, purchase options, call options, rights of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares first refusal or similar rights or any other Liens and 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. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and 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 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 or any of its Subsidiaries. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in all material respects in compliance with 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 outstanding. All of the issued and outstanding 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 First Effective Time and Second Effective Time shall be, directly or indirectly owned by Parent. (h) All of the Parent Subsidiaries, except Merger Subs, are set forth in the Parent SEC Documents. Parent owns, directly or indirectly, the capital stock or other equity interests of each Parent Subsidiary, free and clear of any 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 is listed on the NYSE. Parent will maintain such listing immediately after Closing.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 an unlimited number of shares of Parent Common Stock, no par value, of which 22,438,176 shares have been issued and are outstanding as of December 31, 2014; and (ii) 10,000,000 an unlimited number of shares of Parent Preferred Stock. As , no par value, of June 22, 2007, 17,680,230 shares which none are issued or outstanding as of Parent Common Stock were issued and outstanding. As of the last Business Day ending immediately prior to the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 None of the date of this Agreement. Parent does not hold Tiger Corporations (other than the Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub 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 obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock 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 June 22, 2007, 4,661,933 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 stock options equity awards not yet granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of under the Parent Disclosure ScheduleOption 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 no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Tiger Corporations; (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 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 its Subsidiariesa 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. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other Parent Equity Awards and other securities of 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 Contracts. (g) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries 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 the Parent, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The As of September 26, 2002, the authorized capital stock of Parent consists of: (i) 150,000,000 50,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 500,000 shares of Parent Preferred Stock. As of June 22September 26, 20072002, 17,680,230 7,772,285 shares of Parent Common Stock were have been issued and are outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No 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. 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 None 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 StockStock 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) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All 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 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 each of the capital stock Subsidiaries of Parent or 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 its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable 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 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. (c) Parent owns directly all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 40,000,000 shares of Parent Common Stock were (without giving effect to the Parent Required Vote), of which 23,835,436 shares have been issued and outstanding. As are outstanding as of the date of this Agreement, no ; and (ii) 2,000,000 shares of Parent Preferred Stock none of which is outstanding as of the date hereof. There are issued or outstandingno shares of Parent Capital Stock held in treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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. non-assessable. (b) 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. (b) As of June 22, 2007, 4,661,933 : 3,880,445 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such (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 made available to Parent accurate and complete copies of all stock option plans pursuant to which Parent (or any of its predecessors) has ever granted stock options. (c) Except for Parent Options, and except as set forth described in Part 3.3(b3.8(c) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire from Parent any shares of the capital stock Parent Common Stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may will become convertible into or exchangeable for any newly issued shares of the capital stock Parent Common Stock or other newly issued securities of Parent; or (iii) Contract under which Parent is or will become obligated to sell or otherwise issue any shares of Parent Common Stock or any other securities. (d) Parent is not party to any Parent Contract that obligates it to, and is not otherwise obligated to, repurchase or redeem any of its Subsidiariesissued 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. (ce) All outstanding capital stock and options There are no declared but unpaid dividends with respect to any shares of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal RequirementsCommon Stock.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 30,000,000 shares of Parent Common Stock were of no par value per share, of which 15,711,877 shares have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, no par value per share, of which no shares of Parent Preferred Stock are issued or and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Schedule 3.3(a) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold 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 its capital stock in its treasuryParent Common Stock or Parent Preferred Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated 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 June 22the date of this Agreement, 2007, 4,661,933 2,268,686 shares of Parent Common Stock are reserved for future subject to issuance pursuant to stock outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and outstandingotherwise are referred to in this Agreement as "Parent Options."). Other than 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 stock options and except (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 Part 3.3(bSchedule 3.3(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, optionoption (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 or any of its SubsidiariesParent; (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 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 of its SubsidiariesParent Subsidiary. (cd) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock 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 Contracts.