Common use of Stock and Options Clause in Contracts

Stock and Options. The authorized and issued and as of the ----------------- date of September 30, 1998 the outstanding capital stock of VERITAS, the VERITAS Subsidiaries and Newco is set forth in Section 3.2(a) of the VERITAS Disclosure Letter. Except as specified in Section 3.2(a) of the VERITAS Disclosure Letter, no shares of the capital stock of VERITAS or of any of the VERITAS Subsidiaries are held by any of them in their treasury or reserved for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of VERITAS on September 30, 1998 are set forth in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITAS, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITAS, or one of the VERITAS Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the VERITAS Disclosure Letter contains a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures as of September 30, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrants, the plan pursuant to which such VERITAS Options were issued (if applicable), the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS Options, including the number of shares vested as of September 30, 1998.

Stock and Options. The authorized and authorized, issued and as of the ----------------- date of September 309, 1998 1998, the outstanding capital stock of VERITASSSI, the VERITAS Contributed Companies and the Contributed Subsidiaries and Newco is set forth in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter. Except as specified in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter, no shares of the capital A-15 17 stock of VERITAS the Contributed Companies or of any of the VERITAS Contributed Subsidiaries are held by any of them in their treasury or reserved for issuance upon the exercise of options or warrants. All Except as specified in Section 2.2(a) of the SSI Disclosure Schedule, all outstanding shares of the capital stock of VERITAS the Contributed Companies on September 30October 5, 1998 are set forth in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter and are validly issued, fully paid and nonassessable and free and clear of any Encumbrances and not subject to preemptive rights pursuant to under any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITASthe Contributed Companies, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Contributed Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITASa Contributed Company, or one of the VERITAS Contributed Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the SSI has provided VERITAS Disclosure Letter contains with a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures options to purchase SSI Common Stock ("SSI OPTIONS") as of September 309, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrantsoptionees, the plan pursuant to which such VERITAS SSI Options were issued (if applicable), the number of shares covered by such VERITAS SSI Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS SSI Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS SSI Options, including the number of shares vested as of September 30such date. The final list of Canceled SSI Options delivered to VERITAS by SSI pursuant to Section 4.1(b) hereof will reflect but will not expressly identify any option grants, exercises or cancellations, elections to cancel and other changes to the Canceled SSI Options list occurring after October 5, 1998.. (b) No Other Commitments. Except as set forth in Section 2.2(b) of the SSI Disclosure Letter there are no options, warrants, calls, rights, commitments, conversion rights or agreements of any character to which the Contributed Companies is a party or by which any of them is bound obligating them to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of their capital stock, or securities convertible into or exchangeable for shares of their capital stock, or obligating any of them to grant, extend or enter into any such option, warrant, call, right, commitment, conversion right or agreement. There is no voting trust, proxy or other agreement or understanding to which STI, SSI, or any of their respective direct or indirect subsidiaries is a party with respect to the voting of the capital stock of any member of the Contributed Company Group. All shares of capital stock of any member of the Contributed Company Group are held free and clear of any Encumbrances. (c)

Stock and Options. The authorized and authorized, issued and as of the date ----------------- date of September 309, 1998 1998, the outstanding capital stock of VERITASSSI, the VERITAS Contributed Companies and the Contributed Subsidiaries and Newco is set forth in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter. Except as specified in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter, no shares of the capital stock of VERITAS the Contributed Companies or of any of the VERITAS Contributed Subsidiaries are held by any of them in their treasury or reserved for issuance upon the exercise of options or warrants. All Except as specified in Section 2.2(a) of the SSI Disclosure Schedule, all outstanding shares of the capital stock of VERITAS the Contributed Companies on September 30October 5, 1998 are set forth in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter and are validly issued, fully paid and nonassessable and free and clear of any Encumbrances and not subject to preemptive rights pursuant to under any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITASthe Contributed Companies, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Contributed Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITASa Contributed Company, or one of the VERITAS Contributed Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the SSI has provided VERITAS Disclosure Letter contains with a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures options to purchase SSI Common Stock ("SSI OPTIONS") as of September 309, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrantsoptionees, the plan pursuant to which such VERITAS SSI Options were issued (if applicable), the number of shares covered by such VERITAS SSI Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS SSI Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS SSI Options, including the number of shares vested as of September 30such date. The final list of Canceled SSI Options delivered to VERITAS by SSI pursuant to Section 4.1(b) hereof will reflect but will not expressly identify any option grants, exercises or cancellations, elections to cancel and other changes to the Canceled SSI Options list occurring after October 5, 1998.

Stock and Options. The authorized and issued and as of the ----------------- date of September 30, 1998 the outstanding capital stock of VERITAS, the VERITAS Subsidiaries and Newco is set forth in Section 3.2(a) Erisco consists of the VERITAS Disclosure Letter. Except as specified in Section 3.2(a) 200 shares of the VERITAS Disclosure LetterCommon Stock, no par value. At the close of business on the date of this Agreement, 10 shares of the capital stock Erisco Common Stock were issued and outstanding, all of VERITAS or of any of the VERITAS Subsidiaries are which were held by any of them in their treasury or reserved for issuance upon the exercise of options or warrantsIMS. All outstanding shares of the capital stock of VERITAS on September 30, 1998 are set forth in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITAS, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Subsidiaries Erisco Common Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights and are owned by VERITAS, or one of the VERITAS Subsidiaries, IMS free and clear of any Encumbrancesliens, security interests, pledges, agreements, claims, charges or encumbrances. Section 3.2(aIMS has made available to TriZetto true and correct copies of its 1998 Employees' Stock Incentive Plan, 1998 Replacement Plan for Certain Employees Holding Cognizant Corporation Equity-Based Awards, 1998 Employees Stock Purchase Plan (the "ESPP"), and 1998 Replacement Plan for Certain Individuals Holding Cognizant Corporation Stock Options (collectively, the "IMS PLANS") of the VERITAS Disclosure Letter contains and a correct and complete list of the following information with respect to options to purchase shares of IMS Common Stock issued to Erisco employees or consultants (the "IMS OPTIONS") outstanding as of May 16, 2000: (i) the aggregate number of shares of IMS Common Stock subject to IMS Options under each IMS Plan other than the ESPP; (ii) the exercise price of the VERITAS OptionsIMS Options outstanding under each such IMS Plan; (iii) the vesting schedule under each such IMS Plan; and (iv) with respect to Erisco employees that have entered into change of control agreements with IMS, VERITAS Warrants and VERITAS Debentures as of September 30, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrants, the plan pursuant to which such VERITAS Options were issued (if applicable)employee, the number of shares covered of IMS Common Stock subject to IMS Options held by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible)employee, the per share exercise price of particular IMS Plan(s) pursuant to which such VERITAS Options, VERITAS Warrants and VERITAS Debentures, IMS Options were granted and the vesting schedule applicable to of the IMS Options held by such VERITAS Options, including the number of shares vested as of September 30, 1998employee.

Stock and Options. The authorized and authorized, issued and as of the date ----------------- date of September 30July 28, 1998 2000, the outstanding capital stock of VERITAS, the VERITAS Contributed Companies and the Contributed Subsidiaries and Newco is set forth in Section 3.2(a2.2(a) of the VERITAS SCO -------------- Disclosure Letter. Except as specified in Section 3.2(a2.2(a) of the VERITAS SCO Disclosure -------------- Letter, no shares of the capital stock of VERITAS the Contributed Companies or of any of the VERITAS Contributed Subsidiaries are held by any of them in their its treasury or reserved for issuance upon the exercise of options or warrants. All Except as specified in Section 2.2(a) of the SCO Disclosure Letter, all outstanding shares of the -------------- capital stock of VERITAS the Contributed Companies on September 30July 28, 1998 2000 are set forth in Section 3.2(a2.2(a) of the VERITAS SCO Disclosure Letter and are validly issued, fully paid -------------- and nonassessable and free and clear of any Encumbrances and not subject to preemptive rights pursuant to under any statute, pursuant to the Certificate of Incorporation or Bylaws or Memorandum and Articles of VERITASIncorporation (or similar governing documents in each relevant jurisdiction) of the Contributed Companies, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Contributed Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITASa Contributed Company, or one of the VERITAS Contributed Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the VERITAS Disclosure Letter contains SCO has provided Caldera with a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures SCO Options as of September 30July 28, 19982000, including the name of the holders of such VERITAS Options and VERITAS WarrantsOptionees, the plan pursuant to which such VERITAS SCO Options were issued (if applicable), the number of shares covered by such VERITAS SCO Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS SCO Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS SCO Options, including the number of shares vested as of September 30, 1998such date and will provide a final list of such information on the Closing Date. All the outstanding SCO Options have been issued in compliance with all applicable federal and state securities laws. Xxxx Xxxxxxx owns and has the right to vote shares representing approximately 10% of the capital stock of SCO as of the date of this Agreement.

Stock and Options. The authorized and share capital of Amdocs consists of 500,000,000 Amdocs Ordinary Shares, of which 182,092,140 shares were issued and outstanding as of February 22, 2000 (the "Measurement Date"), 50,000,000 non-voting Amdocs Ordinary Shares, par value L0.01, of which 24,210,073 shares were issued and outstanding as of the ----------------- date Measurement Date, and 25,000,000 Amdocs Preferred Shares, of September 30, 1998 the which there were no shares outstanding capital stock of VERITAS, the VERITAS Subsidiaries and Newco is set forth in Section 3.2(a) as of the VERITAS Disclosure LetterMeasurement Date. Except as specified in Section 3.2(a) As of the VERITAS Disclosure LetterMeasurement Date, no shares of the capital stock of VERITAS or of any of the VERITAS Subsidiaries are Amdocs Ordinary Shares were held by any Amdocs in treasury. An aggregate of them in their treasury or 13,300,000 Amdocs Ordinary Shares are reserved and authorized for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of VERITAS on September 30, 1998 are set forth in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate Amdocs 1998 Stock Option and Incentive Plan, as amended, in respect of Incorporation or Bylaws which options to purchase a total of VERITAS, or 7,543,404 Amdocs Ordinary Shares were outstanding as of the Measurement Date. An aggregate of 1,102,955 Amdocs Ordinary Shares are reserved and authorized for issuance pursuant to any agreement or document options assumed in connection with the acquisition of International Telecommunication Data Systems, Inc., in respect of which options to which any purchase a total of them is a party or by which any 871,964 Amdocs Ordinary Shares were outstanding as of them is boundthe Measurement Date. All issued and outstanding Amdocs Ordinary Shares and all issued and outstanding shares of the capital stock of each of the VERITAS Amdocs Subsidiaries are have been duly authorized and validly issued, and are fully paid and nonassessable nonassessable, are not subject to any preemptive rights or right of rescission, and have been offered, issued, sold and delivered by Amdocs in compliance with all registration, qualification and prospectus requirements (or applicable exemptions therefrom) of applicable securities laws. Except as set forth in Section 3.2 of the Amdocs Disclosure Letter, Amdocs does not have any material subsidiaries or any material equity interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. Except as set forth in Section 3.2 of the Amdocs Disclosure Letter or as disclosed in the Amdocs SEC Documents (as defined below) filed prior to the date of this Agreement, all of the shares of capital stock of the Amdocs Subsidiaries are owned by VERITAS, Amdocs or one of the VERITAS Subsidiaries, an Amdocs Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Amdocs' voting rights, charges or other encumbrances of any Encumbrances. Section 3.2(a) of the VERITAS Disclosure Letter contains a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures as of September 30, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrants, the plan pursuant to which such VERITAS Options were issued (if applicable), the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS Options, including the number of shares vested as of September 30, 1998nature whatsoever.

Stock and Options. The authorized and number of Preference Shares, without par value, issuable in series (the "Architel Preferred Shares"). At the close of business on March 1, 1999, 15,173,023 Architel Common Shares were issued and as outstanding. An aggregate of the ----------------- date of September 30, 1998 the outstanding capital stock of VERITAS, the VERITAS Subsidiaries 2,331,016 Architel Common Shares are reserved and Newco is set forth in Section 3.2(a) of the VERITAS Disclosure Letter. Except as specified in Section 3.2(a) of the VERITAS Disclosure Letter, no shares of the capital stock of VERITAS or of any of the VERITAS Subsidiaries are held by any of them in their treasury or reserved authorized for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of VERITAS on September 30, 1998 are set forth in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate Architel Option Plans in respect of Incorporation or Bylaws of VERITAS, or which Architel Options granted pursuant to any agreement the Architel Option Plans to purchase a total of 1,862,418 Architel Common Shares were outstanding as of March 1, 1999. No Architel Preferred Shares are issued or document to which any of them is a party or by which any of them is boundoutstanding. All issued and outstanding Architel Common Shares and all issued and outstanding shares of the capital stock of each of the VERITAS Architel Subsidiaries have been duly authorized and validly issued and are validly issued, fully paid and nonassessable non-assessable, are not subject to preemptive rights, are not subject to any right of rescission, and are owned have been offered, issued, sold and delivered by VERITAS, or one Architel and each of the VERITAS SubsidiariesArchitel Subsidiaries in compliance with all registration, qualification and prospectus requirements (or applicable exemptions therefrom) of applicable securities laws. Except as set forth in Section 2.1 of the Architel Disclosure Letter, Architel does not have any subsidiaries or any equity interest, direct or indirect, in any corporation, partnership, joint venture or other business entity, and except as disclosed in the Architel Disclosure Letter, all such equity interests are held beneficially by Architel free and clear of any Encumbranceslien, security interest, charge or encumbrance. With respect to each Architel Subsidiary, the Architel Disclosure Letter lists all shareholders, the number of shares held by each shareholder, the number of directors (or local law equivalent) of such Architel Subsidiary and the officers (or local law equivalent) of such Architel Subsidiary. Section 3.2(a2.2(a) of the VERITAS Architel Disclosure Letter contains sets forth a correct and complete list of each Architel Option outstanding as of the VERITAS Options, VERITAS Warrants and VERITAS Debentures as of September 30, 1998date hereof, including the name of the holders of such VERITAS Options and VERITAS Warrantsholder thereof, the plan Architel Option Plan pursuant to which such VERITAS Options were issued (if applicable)Architel Option was issued, the grant date, the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible)Architel Option, the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to each such VERITAS Options, including the number of shares vested as of September 30, 1998Architel Option.

Stock and Options. The authorized Xxxxxxx and/or Great Outdoors, LLC shall release and forfeit all MyGo common stock and all of the option rights afforded to them under the Xxxxxxx Agreement or Merger between OBJ Enterprises and Great Outdoors, and return all issued and as outstanding stock certificates and option grant documents within three (3) business days of the ----------------- date Effective Date. In exchange thereof, MyGo shall cause to be issued to Xxxxxxx Seven Million Five Hundred Thousand (7,500,000) shares of September 30, 1998 the outstanding capital common stock of VERITASMyGo Games Holding Co. (“Retained Stock”). The Retained Stock shall be fully vested, subject to applicable waiting periods prescribed by the VERITAS Subsidiaries United States Securities Act of 1933, as amended (the “Securities Act”) and Newco any applicable state securities laws. Xxxxxxx further agrees to a prohibition on the sale of more than 750,000 shares per quarter for a period of eighteen (18) months. The Retained Stock will be issued to Xxxxxxx pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act and pursuant to similar exemptions from any applicable state securities laws on the basis of Xxxxxxx’x representation to MyGo Games Holding Co. that Xxxxxxx is currently an “accredited investor” who satisfies one or more of the criteria set forth in Section 3.2(aRule 501(a) of Regulation D under the VERITAS Disclosure LetterSecurities Act. Except as specified in Section 3.2(aXxxxxxx acknowledges that (i) the Retained Stock have not been registered under the Securities Act or any applicable state securities laws and shall be “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) that the Retained Stock cannot be sold by Xxxxxxx unless at the time of the VERITAS Disclosure Letter, no shares sale there is an exemption from the registration requirements of the capital stock Securities Act and any applicable state securities laws and, if required by the transfer agent, Xxxxxxx has provided to the transfer agent of VERITAS MyGo Games Holding Co. a legal opinion of counsel of recognized standing in form and substance reasonably satisfactory to the transfer agent to such effect and (iii) the Retained Stock cannot be offered, sold, pledged or of any of the VERITAS Subsidiaries are held by any of them in their treasury otherwise transferred, directly or reserved for issuance upon the exercise of options or warrants. All outstanding shares of the capital stock of VERITAS on September 30indirectly, 1998 are set forth in Section 3.2(a) of the VERITAS Disclosure Letter and are validly issued, fully paid and nonassessable free and clear of any Encumbrances and not subject to preemptive rights except pursuant to any statute, pursuant to registration under the Certificate of Incorporation or Bylaws of VERITAS, Securities Act or pursuant to an available exemption therefrom and in each in accordance with any agreement or document applicable state securities laws and the certificates representing such securities will bear a legend to which any of them is a party or by which any of them is boundthis effect. All outstanding shares Within fifteen (15) days of the capital stock of each Effective Date, MyGo shall secure all necessary actions and resolutions of the VERITAS Subsidiaries are validly issued, fully paid Board as well as provide to Xxxxxxx all the applicable documents and nonassessable agreements necessary to consummating the granting and are owned by VERITAS, or one issuance of the VERITAS Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the VERITAS Disclosure Letter contains a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures as of September 30, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrants, the plan pursuant to which such VERITAS Options were issued (if applicable), the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS Options, including the number of shares vested as of September 30, 1998Retained Stock.

Stock and Options. The authorized and authorized, issued and as of the ----------------- date of September 309, 1998 1998, the outstanding capital stock of VERITASSSI, the VERITAS Contributed Companies and the Contributed Subsidiaries and Newco is set forth in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter. Except as specified in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter, Letter no shares of the capital stock of VERITAS the Contributed Companies or of any of the VERITAS Contributed Subsidiaries are held by any of them in their treasury or reserved for issuance upon the exercise of options or warrants. All Except as specified in Section 2.2(a) of the SSI Disclosure Schedule, all outstanding shares of the capital stock of VERITAS the Contributed Companies on September 30, 1998 the date hereof are set forth in Section 3.2(a2.2(a) of the VERITAS SSI Disclosure Letter and are validly issued, fully paid and nonassessable and free and clear of any Encumbrances and not subject to preemptive rights pursuant to under any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITASthe Contributed Companies, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Contributed Subsidiaries are validly issued, fully paid and nonassessable and are owned by VERITASa Contributed Company, or one of the VERITAS Contributed Subsidiaries, free and clear of any Encumbrances. Section 3.2(a) of the SSI has provided VERITAS Disclosure Letter contains with a correct and complete list of each of the VERITAS Options, VERITAS Warrants and VERITAS Debentures options to purchase SSI Common Stock ("SSI OPTIONS") as of September 309, 1998, including the name of the holders of such VERITAS Options and VERITAS Warrantsoptionees, the plan pursuant to which such VERITAS SSI Options were issued (if applicable), the number of shares covered by such VERITAS SSI Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible), the per share exercise price of such VERITAS SSI Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS SSI Options, including the number of shares vested as of September 30such date. SSI will provide Newco with an update to such optionee list ten (10) days prior to the Closing that will reflect any option grants, 1998exercises or cancellations occurring after the date of signing this Agreement and as of such date.

Stock and Options. The authorized and issued and as of the ----------------- date of September 30, 1998 the outstanding capital stock of VERITASSolect consists of an unlimited number of Solect Common Shares, without par value. At the VERITAS Subsidiaries close of business on February 25, 2000, 10,499,072 Solect Common Shares were issued and Newco is set forth outstanding. An aggregate of 3,648,528 Solect Common Shares are authorized for issuance pursuant to the Solect Option Plans in Section 3.2(a) respect of which Solect Options to purchase a total of 2,891,745 Solect Common Shares were outstanding as of February 25, 2000. An aggregate of 9,880,425 Solect Common Shares are authorized for issuance upon the conversion of the VERITAS Disclosure LetterSolect Convertible Debentures. Except as specified in Section 3.2(a) An aggregate of the VERITAS Disclosure Letter, no shares of the capital stock of VERITAS or of any of the VERITAS Subsidiaries 3,350,950 Solect Common Shares are held by any of them in their treasury or reserved authorized for issuance upon the exercise of options or warrantsthe Solect Warrants. All issued and outstanding shares of the capital stock of VERITAS on September 30, 1998 are set forth in Section 3.2(a) of the VERITAS Disclosure Letter Solect Common Shares and are validly issued, fully paid all issued and nonassessable free and clear of any Encumbrances and not subject to preemptive rights pursuant to any statute, pursuant to the Certificate of Incorporation or Bylaws of VERITAS, or pursuant to any agreement or document to which any of them is a party or by which any of them is bound. All outstanding shares of the capital stock of each of the VERITAS Solect Subsidiaries have been duly authorized and validly issued and are validly issued, fully paid and nonassessable non-assessable, are not subject to preemptive rights, are not subject to any right of rescission, and are owned have been offered, issued, sold and delivered by VERITAS, or one Solect and each of the VERITAS SubsidiariesSolect Subsidiaries in compliance with all registration, free qualification and clear prospectus requirements (or applicable exemptions therefrom) of any Encumbrancesapplicable securities laws. Section 3.2(a2.2(a) of the VERITAS Solect Disclosure Letter contains sets forth a correct and complete list of each holder of Solect Common Shares, Solect Options and Solect Convertible Securities outstanding as of the VERITAS Optionsdate hereof, VERITAS Warrants and VERITAS Debentures as including, (i) in the case of September 30each Solect Common Share, 1998, including the name of the holders holder thereof, the province or state of residence of such VERITAS Options holder and VERITAS Warrantsthe number of Solect Common Shares held by such holder, (ii) in the case of each Solect Option, the plan name of the holder thereof, the province or state of residence of such holder, the Solect Option Plan pursuant to which such VERITAS Options were issued (if applicable)Solect Option was issued, the grant date of such Solect Option, the number of shares covered by such VERITAS Options, VERITAS Warrants and VERITAS Debentures (or into which it is convertible)issuable upon exercise thereof, the per share exercise price of such VERITAS Options, VERITAS Warrants and VERITAS Debentures, and the vesting schedule applicable to such VERITAS Optionsthereto, including (iii) in the case of each Solect Convertible Debenture, the name of the holder thereof, the issue date and principal amount thereof, the conversion price thereof and the number of shares vested as Solect Common Shares issuable upon conversion thereof and (iv) in the case of September 30each Solect Warrant, 1998the name of the holder thereof, the exercise price thereof, the issue date and expiration date thereof and the number of Solect Common Shares issuable upon exercise thereof.