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 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 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 authorized capital stock of Parent the Company consists of: (i) 150,000,000 of 30,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were issued and outstanding"). As of the date of this Agreementhereof, no (a) 7,818,087 shares of Parent Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued or and outstanding. All of the outstanding , (c) 0 shares of Parent Common Stock have been duly authorized and validly issuedare held by the Company in its treasury, and are fully paid and nonassessable. The authorized (d) no shares of 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 the Company are outstanding as held by the Company's Subsidiaries. Section 4.4 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 Company Disclosure Letter sets forth a complete and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Scheduleaccurate list, as of the date hereof, of this Agreement there is no (i) the number of outstanding subscriptionOptions and Warrants, option(ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, callrespectively, warrant (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (whether or i) has not currently exercisable) to acquire issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of Parent the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries; (ii) outstanding securitySubsidiaries to issue, instrument transfer or obligation that by its terms is or may become convertible into or exchangeable for sell any shares of the capital stock of Parent of, 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.equity interests in,

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 180,000,000 shares of Parent Common Stock; and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock, $.01 par value per share. As of June 22August 24, 20072000, 17,680,230 125,768,295 shares of Parent Common Stock were have been issued and are outstanding and no shares of Parent's Preferred Stock have been issued or are outstanding. As of the date of this Agreementhereof, no shares of capital stock of Parent Preferred 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 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 22August 24, 20072000: (i) 15,482,750 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding under Parent's 1992 Stock Option Plan; (ii) 391,666 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding under Parent's 1997 Directors' Stock Option Plan; (iii) 2,664 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding Parent's 1982 Employee Incentive Stock Option Plan; (iv) 225,201 shares of Parent Common Stock are subject to issuance pursuant to Parent's Cimaron 1998 Stock Incentive Plan; (v) 3,697,029 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding Parent's 2000 Equity Incentive Plan; (vi) 133,722 shares of Parent Common Stock are subject to stock options granted and outstanding under Parent's YuniNetwork's 1999 Equity Incentive Plan; and (vii) 53,328 shares of Parent Common Stock are subject to issuance under various other outstanding stock option agreements. In addition as of August 24, 4,661,933 2000, (i) 24,504 shares of Parent Common Stock are reserved for future issuance pursuant to stock Parent's 1997 Employee Stock Purchase Plan, and (ii) 1,163,858 shares are reserved for issuance under Parent's 1998 Employee Stock Purchase Plan. (Stock options granted by Parent pursuant to the 1992 Stock Option Plan, 1997 Directors' Stock Option Plan, 1982 Employee Incentive Stock Option Plan, Parent's Cimaron 1998 Stock Incentive Plan, Parent's 2000 Equity Incentive Plan and outstanding. Other than such stock other options and except outstanding to purchase Parent Common Stock are referred to collectively herein as "Parent Options"). (c) Except as set forth in Part Sections 3.3(a) or 3.3(b) of the Parent Disclosure Schedule), as of the date of this Agreement August 24, 2000, 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 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 Parent. (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. 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 the Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock, of which 80,411,856 shares are issued and outstanding as of Reference Date; 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, which no shares of Parent Preferred Stock are issued or outstandingoutstanding as of the Reference Date. 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 AcelRx Companies (other than Parent) holds any shares of its capital stock in its treasury. As Parent Common Stock or any rights to acquire shares of Parent Common Stock. (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 AcelRx Company or, to Parent’s knowledge, to which any stockholder of Parent, is a party; (ii) none of the outstanding shares of Parent nor Merger Sub Common Stock is under 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 AcelRx Companies is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common 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 Reference Date: (i) 13,339,337 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 2,069,206 shares of Parent Common Stock are reserved for future issuance pursuant to stock options the Parent ESPP; (iii) 1,131,469 shares of Parent Common Stock are subject to issuance upon the vesting of Parent RSUs; (iv) 4,037,524 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans; and outstanding. Other than such stock options and except (v) 176,679 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 Reference Date 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 AcelRx 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 any of the AcelRx Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the AcelRx Companies are or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities. (ce) 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 AcelRx Companies, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable 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.

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 Parent consists of: of (i) 150,000,000 3,700,000,000 shares of Parent Common Stock; , par value $0.0001 and (ii) 10,000,000 50,000,000 shares of Parent Preferred Stock all of which are designated Series A Preferred Stock, par value $0.0001 and none of which are issued and outstanding. As of June 22the Effective Time, 2007, 17,680,230 354,860,484 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no 1,131,688,203 shares of Parent Preferred Common Stock are were held in reserve by Parent to accommodate certain convertible financing activities. The issued or outstanding. All of the and 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 free of preemptive rights. During the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of period from January 26th, 2014 to the date of this Agreement, neither (i) there have been no issuances by Parent nor Merger Sub is under of shares of capital stock of Parent other than for the conversion or retirement of debt and (ii) there have been no issuances of any obligationoptions, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to January 26th, 2014, declared or paid any dividend, or is bound by declared or made any Contract pursuant distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to which it may become obligated take any such action, and other than the convertible debt holders disclosed in Exhibit G there are no outstanding contractual obligations of Parent of any kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (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 Section 3.3(a) and Exhibit 3.3(b) of the Parent Disclosure Schedule), as of the date of this Agreement there is no (i) there are no shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding, and (ii) there are no outstanding subscriptionsecurities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, warrant right, commitment, agreement, arrangement 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 Subsidiariesundertaking. (c) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all other securities of Parent have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal RequirementsRequirements applicable to Parent; and (ii) all material requirements set forth in applicable Contracts to which Parent is a party.

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 Parent consists of: (ia) 150,000,000 shares of Parent Common Stock; and , of which 77,637,647 shares (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 excluding shares of Parent Common Stock held in treasury) were issued outstanding as of October 15, 1996; and outstanding. As (b) 2,000,000 shares of Preferred Stock, $0.01 par value per share, of which no shares are 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 AgreementOctober 15, 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. 1996: (bi) As of June 22, 2007, 4,661,933 9,562,052 shares of Parent Common Stock are were 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 Scheduleoutstanding under Parent's 1987 Stock Option Plan, 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 Subsidiariesamended; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any 9,374,978 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1993 Nonstatutory Stock Option Plan; (iii) 123,750 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1988 Directors Stock Option Plan; (iv) 191,250 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1993 Directors Stock Option Plan; (v) 315,000 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1995 Directors Stock Option Plan; (vi) 128,028 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding other than under the stock option plans referred to in clauses "(i)" through "(v)" of this Section 3.2; (vii) 1,347,149 shares of Parent Common Stock were reserved for future issuance under Parent's 1990 Employee Stock Purchase Plan; (viii) 120,000 shares of Parent Common Stock were reserved for future issuance pursuant to outstanding warrants to purchase shares of Parent Common Stock held by Comdisco Systems, Inc.; and (ix) 2,433,002 shares of Parent Common Stock were reserved for future issuance pursuant to certain outstanding put warrants and call options. All outstanding shares of Parent Common Stock, all outstanding options to purchase shares of Parent Common Stock, and all outstanding shares of capital stock of Parent or any of its Subsidiaries. (c) All outstanding capital stock and options 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. (b) Between October 15, 1996 and the date of this Agreement, there has been: (i) no material change in the number of outstanding shares of Parent Common Stock (other than as a result of the exercise of options referred to in Section 3.2(a)); and (ii) no change in the number of shares of Parent Common Stock reserved for future issuance under the stock option plans or the stock purchase plan referred to in Section 3.2(a). (c) As of the date of this Agreement: (i) there are no outstanding options or rights to purchase shares of Parent Common Stock, other than the options, warrants and other rights referred to in Section 3.2(a), certain options granted between October 15, 1996 and the date of this Agreement under the stock option plans referred to in Section 3.2(a) and the rights outstanding under that certain Rights Agreement dated as of February 9, 1996 between Parent and ▇▇▇▇▇▇ Trust and Savings Bank; and (ii) Parent is not obligated to issue any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock, other than pursuant to (A) the options, warrants and rights referred to in Section 3.2(a) and certain options granted between October 15, 1996 and the date of this Agreement under the stock option plans referred to in Section 3.2(a), (B) the rights outstanding under that certain Rights Agreement dated as of February 9, 1996 between Parent and ▇▇▇▇▇▇ Trust and Savings Bank, (C) the terms of this Agreement or any other agreement referred to in this Agreement, and (D) that certain Agreement and Plan of Merger and Reorganization dated as of October 3, 1996, among Parent, Harbor Acquisition Sub, Inc. and High Level Design Systems, Inc.

Capitalization, Etc. (a) The authorized capital stock of 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. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of June 22October 21, 20072003, 17,680,230 13,270,758 shares of Parent Common Stock were have been issued and outstanding. As of the date of this Agreement, are outstanding and 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. As None of the date of this Agreement, neither Parent nor Merger Sub SafeNet 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 October 22, 2007, 4,661,933 2003: (i) 269,404 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and under the 1999 Employee Stock Option Plan, of which options to acquire 251,201 shares of Parent Common Stock are outstanding. Other than such ; (ii) 18,203 shares of Parent Common Stock are reserved for issuance under the 1999 Stock Bonus Plan, of which no shares of Parent Common Stock are outstanding; (iii) 79,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Non-Employee Director Stock Option Plan, of which options to acquire 69,000 shares of Parent Common Stock are outstanding; (iv) 1,950,670 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2001 Omnibus Stock Option Plan, of which options to acquire 1,468,048 shares of Parent Common Stock are outstanding; (v) 105,330 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1989 Stock Option Plan, of which options to acquire 99,204 shares of Parent Common Stock are outstanding; (vi) 26,449 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink Restated 1994 Flexible Stock Incentive Plan, of which options to acquire 24,378 shares of Parent Common Stock are outstanding; (vii) 616 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 616 shares of Parent Common Stock are outstanding; (viii) 1050 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink 2001 Nonqualified Stock Incentive Plan, of which options to acquire 1050 shares of Parent Common Stock are outstanding; and except (ix) 186,383 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the “Parent ESPP”). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as 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 ScheduleSchedule sets forth the following information with respect to each Parent Option outstanding as of October 21, 2003: (i) [intentionally omitted]; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, there is no 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 SafeNet 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 SafeNet Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”); or (iv) Contract under which any of the SafeNet Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any 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 SafeNet Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) sets forth all entities (other than Subsidiaries) in which any of the SafeNet Corporations has any ownership interest and the amount of such interest. (e) Parent owns directly all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The As of March 23, 2012, the authorized capital stock of Parent consists of: (i) 150,000,000 90,000,000 shares of Parent Common Stock, of which 51,482,419 shares have been issued and are outstanding; and (ii) 10,000,000 1,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. As of June 22, 2007, 17,680,230 Parent holds zero 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 Oclaro Corporations (other than Parent) holds any shares of its capital stock in its treasury. As Parent Common Stock or any rights to acquire shares of Parent Common Stock. (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, except that the Parent nor Merger Sub Restricted Stock is subject to a right of repurchase in favor of Parent; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) except as set forth in Part 3.3(b)(iii) of the Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock or any securities of any Significant Subsidiary of any of the Oclaro Corporations. None of the Oclaro Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities. (bc) As of June 22March 23, 2007, 4,661,933 2012: (i) 3,472,433 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 1,700,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options the Parent ESPP; (iii) 175,411 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; (iv) 200,000 shares of Parent Common Stock are reserved for future issuances pursuant to Parent PSUs; and (v) 2,588,464 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding. Other than such stock options and except as set forth in under the Parent Equity Plans. (d) Part 3.3(b3.3(d) of the Parent Disclosure ScheduleSchedule contains a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award and the location of his/her residence; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of a Parent RSU or a Parent PSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price per share of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (e) Except as set forth in Sections 3.3(a), 3.3(c) and 3.3(d), as of the date of this Agreement 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 Oclaro 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 Oclaro Corporations; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Oclaro Corporations; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Oclaro Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other securities of the Oclaro Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights. All of the outstanding shares and all other securities of each of Parent’s Subsidiaries are owned beneficially and of record by 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(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 authorized capital stock of Parent Brainworks consists of: (i) 150,000,000 of 25,000,000 shares of Parent Brainworks Common Stock; and (ii) 10,000,000 , of which 2,271,090 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. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule, no Brainworks does not hold any shares of Parent Preferred Stock are issued or outstandingits capital stock in its treasury. All of the outstanding shares of Parent Brainworks Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 there are no shares of Brainworks Common Stock held by any of the other Brainworks Corporations. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule: (i) none of the outstanding shares of Brainworks Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Brainworks Common Stock is subject to any right of first refusal; and (iii) there is no Brainworks Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Brainworks Common Stock. None of the Brainworks Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Brainworks Common Stock. (b) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) 440,000 shares of Parent Brainworks Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under the Brainworks' 2000 Stock Option Plan; and (ii) 264,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options outstanding and except granted other than under the Brainworks' 2000 Stock Option Plan. (Stock options granted by the Brainworks pursuant to Brainworks' stock option plans and otherwise are referred to in this Agreement as "Brainworks Options.") Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each Brainworks Option outstanding as of the date of this Agreement: (x) whether such Brainworks Option was granted pursuant to the Brainworks 2000 Stock Option Plan; (u) the name of the optionee; (v) the number of shares of Brainworks Common Stock subject to such Brainworks Option; (w) the exercise price of such Brainworks Option; (v) the date on which such Brainworks Option was granted; (y) the applicable vesting schedule of such Brainworks Option, and the extent to which such Brainworks Option is vested and exercisable as of the date of this Agreement; and (z) the date on which such Brainworks Option expires. As of the date of this Agreement 244,918 shares of Brainworks Common Stock are reserved for future issuance pursuant to outstanding warrants granted by Brainworks to purchase shares of Brainworks Common Stock. Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each such warrant outstanding as of the date of this Agreement: (i) a description of the warrant, (ii) the name of the holder of the warrant; (iii) the number of shares of Brainworks Common Stock subject to the warrant; (iv) the exercise price applicable to such warrant; (v) the date on which the warrant becomes exercisable; and (vi) the date on which the warrant expires. Brainworks has delivered to the LLC accurate and complete copies of: (x) all stock option plans pursuant to which Brainworks has ever granted stock options; and the forms of all stock option agreements evidencing such options and (y) all warrant agreements evidencing outstanding warrants to purchase Brainworks Common Stock. (c) Except as set forth in Part 3.3(b) of the Parent Brainworks Disclosure Schedule, as of the date of this Agreement Schedule 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 SubsidiariesBrainworks; (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 Brainworks; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Brainworks is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of 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 Brainworks. (cd) All outstanding shares of Brainworks Common Stock, all outstanding Brainworks Options, all outstanding warrants to purchase Brainworks Common Stock and all outstanding shares of capital stock and options of Parent and Merger Sub were each Subsidiary of Brainworks have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of the corporations identified in Part 3.1(a) of the Brainworks Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Brainworks, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized share capital stock of Parent Cyclacel consists of: (i) 150,000,000 of 19,837,045 Cyclacel Shares, of which 1,871,210 ordinary shares of Parent Common Stock; and (ii) 10,000,000 0.1 ▇▇▇▇▇ each, 17,965,835 preferred D shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 0.1 ▇▇▇▇▇ each and zero deferred shares of Parent Common Stock were 0.1 ▇▇▇▇▇ each, have been issued and outstanding. As are outstanding as of the date of this Agreement, no . Cyclacel does not hold any shares of Parent Preferred Stock are issued or outstandingits capital stock in its treasury. All of the outstanding shares of Parent Common Stock Cyclacel Shares have been duly authorized and validly issued, and are fully paid and nonassessable. 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 outstanding Cyclacel Shares is entitled or subject to any preemptive right, right of this Agreementparticipation, right of maintenance or any similar right. Parent does not hold any shares of its capital stock in its treasury. As None of the date outstanding Cyclacel Shares is subject to any right of this Agreementfirst refusal in favor of Cyclacel. Except as contemplated herein, neither Parent nor Merger Sub there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, transferring, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Cyclacel Shares. Cyclacel is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares Cyclacel Shares or other securities. Cyclacel does not hold any repurchase rights with respect to Cyclacel Shares. There is no share capital, interest or other security of Parent Common StockCyclacel, other than the Cyclacel Shares all of which are described in the first sentence of this Section 2.3(a). Seller is the registered and beneficial owner of all of the Cyclacel Shares, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of Cyclacel. Upon consummation of the Stock Purchase, (i) Xcyte will acquire good title to all of the issued and outstanding Cyclacel Shares, free and clear of all Encumbrances and (ii) Cyclacel will become a wholly-owned subsidiary of Xcyte. (b) As of June 22Cyclacel does not have any stock option plan or any other plan, 2007program, 4,661,933 shares of Parent Common Stock are reserved agreement or arrangement providing for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(bany equity or equity-based compensation for any Person. (c) of the Parent Disclosure Schedule, as of the date of this Agreement there There is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares share capital, interests or other securities of the capital stock of Parent or any of its SubsidiariesCyclacel; (ii) outstanding security, instrument or obligation (written or oral) that by its terms is or may become convertible into or exchangeable for any shares share capital stock, interests or other securities of the capital stock of Parent Cyclacel; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel is or may become obligated to sell or otherwise issue any share capital, interests or any other securities; (iv) condition or circumstance that may give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any share capital, interests or other securities of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Cyclacel. (cd) All outstanding capital stock and options of Parent and Merger Sub were Cyclacel Shares have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

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 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 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 Meerkat consists of: of (i) 150,000,000 255,000,000 shares of Parent Meerkat Common Stock; , par value $0.001 per share, of which 20,856,693 shares have been issued and are outstanding as of May 15, 2017 (the “Capitalization Date”) and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, par value $0.001 per share, of which no shares have been issued and are outstanding as of the Capitalization Date. As of June 22, 2007, 17,680,230 Meerkat does not hold any 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. its capital stock in its treasury. (b) All of the outstanding shares of Parent Meerkat Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and are free of any Encumbrances. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Meerkat 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. None of the date outstanding shares of this AgreementMeerkat Common Stock is subject to any right of first refusal in favor of Meerkat. Parent does not hold Except as contemplated herein, there is no Meerkat Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryMeerkat Common Stock. As of the date of this Agreement, neither Parent nor Merger Sub Meerkat is not under any obligation, or nor is Meerkat bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Meerkat Common StockStock or other securities. Section 3.6(b) of the Meerkat Disclosure Schedule accurately and completely describes all repurchase rights held by Meerkat with respect to shares of Meerkat Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. (bc) Except for the Meerkat 2008 Long Term Incentive Plan and the Meerkat 2015 Equity Incentive Award Plan (collectively, the “Meerkat Stock Plans”) and the Meerkat 2015 Employee Stock Purchase Plan (the “Meerkat ESPP”), and except as set forth on Section 3.6(c) of the Meerkat Disclosure Schedule, Meerkat does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of June 22the date of this Agreement, 2007, 4,661,933 Meerkat has reserved 3,623,867 shares of Parent Meerkat Common Stock for issuance under the Meerkat Stock Plans, of which 130,675 shares have been issued and are currently outstanding, 1,606,616 shares have been reserved for issuance upon exercise of Meerkat Options granted under the Meerkat Stock Plans, and 1,886,576 shares remain available for future issuance pursuant to stock options granted and outstandingthe Meerkat Stock Plans. Other than such stock options and except as set forth in Part 3.3(bAs of the date of this Agreement, Meerkat has reserved 369,690 shares of Meerkat Common Stock for future issuance pursuant to the Meerkat ESPP. Section 3.6(c) of the Parent Meerkat Disclosure Schedule, Schedule sets forth the following information with respect to each Meerkat Option outstanding as of the date of this Agreement Agreement: (i) the name of the optionee; (ii) the number of shares of Meerkat Common Stock subject to such Meerkat Option at the time of grant; (iii) the number of shares of Meerkat Common Stock subject to such Meerkat Option as of the date of this Agreement; (iv) the exercise price of such Meerkat Option; (v) the date on which such Meerkat Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Meerkat Option expires; and (viii) whether such Meerkat Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Meerkat has made available to the Company accurate and complete copies of equity incentive plans pursuant to which Meerkat has equity-based awards, the forms of all award agreements evidencing such equity-based awards and evidence of board and stockholder approval of the Meerkat Stock Plans and any amendments thereto. As of the date of this Agreement, no employee or other service provider of Meerkat is participating in the ESPP, and there are no ongoing offering periods under the Meerkat ESPP. (d) Except for the outstanding Meerkat Options or as set forth on Section 3.6(d) of the Meerkat Disclosure Schedule, there is no 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 SubsidiariesMeerkat; (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 Meerkat; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Meerkat is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of 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 Meerkat. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Meerkat. (ce) All outstanding capital stock shares of Meerkat Common Stock, Meerkat Options and options other securities of Parent and Merger Sub were Meerkat have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaw, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 400,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of preferred stock, $0.01 par value per share (“Parent Preferred Stock”). As of June 225:00 p.m. (California time) on October 26, 2007, 17,680,230 2021 (the “Parent Listing Date”): (A) 120,887,049 shares of Parent Common Stock were issued and outstanding. ; (B) no shares of Parent Preferred Stock were issued and outstanding; (C) no shares of Parent Common Stock were held by Parent as treasury shares; (D) 3,649,191 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Options; (E) 5,065,717 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent RSUs; and (F) no shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent PSUs (assuming achievement of the target level of performance for Parent PSUs at the end of the applicable performance period). (b) As of 5:00 p.m. (California time) on the Parent Listing Date: (i) 17,978,267 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s 2014 Stock Option and Incentive Plan (assuming achievement of the target level of performance for Parent PSUs at the end of the applicable performance period); and (ii) 5,631,443 shares of Parent Common Stock were reserved for future issuance pursuant to the Parent ESPP. From 5:00 p.m. (California time) on the Parent Listing Date until the date of this Agreement, no shares of Parent Common Stock or Parent Preferred Stock are have been issued except for shares of Parent Common Stock issued pursuant to the exercise of Parent Options or outstanding. the vesting of Parent RSUs or Parent PSUs, in each case outstanding on the Parent Listing Date and in accordance with their terms. (c) All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid, nonassessable and are fully paid and nonassessablefree of any preemptive rights. The authorized capital stock of Merger Sub consists of: 10,000 solely of 1,000 shares of Merger Sub Common Stockcommon stock, par value $0.001 per share, 100 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. (bd) 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 (x) as set forth in Part 3.3(bSections 3.2(a) of and 3.2(b), (y) for the Convertible Notes and the Capped Calls and (z) for changes since 5:00 p.m. (California time) on the Parent Disclosure ScheduleListing Date resulting from the exercise of Parent Options outstanding on the Parent Listing Date or the vesting of Parent RSUs or Parent PSUs outstanding on the Parent Listing Date in accordance with their terms, as of the date of this Agreement there is no Agreement: (i) Parent does not have any shares of capital stock or other equity interests outstanding; and (ii) other than the Parent ESPP, there is no: (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) issued or granted by Parent to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (iiB) outstanding security, instrument or obligation issued, granted or entered into by Parent 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 (C) 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 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 stock options 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 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) 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 there is no the following information: (i) outstanding subscription, option, call, warrant or right the particular plan (whether or not currently exercisableif any) pursuant to acquire any shares of the capital stock of which such Parent or any of its SubsidiariesEquity Award was granted; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any 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 capital per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of Parent or any of its Subsidiaries. (c) All outstanding capital stock and options 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 Merger Sub complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were issued granted by Parent, and granted 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 compliance the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with all applicable securities laws and other applicable Legal Requirements.GAAP and, to the Knowledge of Parent, no such grants involved any “back

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 25,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 shares of Parent Preferred Stock. As of As of June 2217, 20072008, 17,680,230 6,478,507 shares of Parent Common Stock were have been issued or are outstanding (excluding 810,160 shares of treasury stock) and 710,000 shares of Series B Preferred Stock, par value $0.001 per share (the "Parent Preferred Stock") are outstanding. As of the date of this Agreement, no convertible into 944,300 shares of Parent Preferred Common Stock are issued or outstanding. 810,160 shares of Parent Common Stock are held in Parent's treasury and none are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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. As None of the date of this Agreement, neither Parent nor Merger Sub Dynasil 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, other than those relating to the transactions contemplated hereby and the sale of Series C Preferred Stock to provide funds. (b) As Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Parent Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Parent Options have been granted since June 2211, 20072008, 4,661,933 shares after which grant there were 411,459 Parent Options outstanding. Approximately 120,000 options are anticipated to be issued to ▇▇▇▇▇ ▇▇▇▇▇▇ as part of the transactions contemplated hereby.. None of the Parent Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Parent Common Stock are reserved for future issuance pursuant Options were validly made and properly approved by the board of directors of Parent (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Parent Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to stock options granted and outstanding. Other than such stock options and except grants. (c) Except as set forth in Part Section 3.3(a) or Section 3.3(b) of the Parent Disclosure Scheduleabove, as of the date of this Agreement there is no no: (i) outstanding commitment, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Dynasil 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 Dynasil Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the Dynasil Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any 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 Dynasil Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) of the Parent Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the Dynasil Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the equity interests of Merger Sub.

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 P▇▇▇▇▇’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 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 65,000,000 shares of Parent Common Stock were issued and outstanding5,000,000 shares of Preferred Stock (“Parent Preferred Stock”). As of the date January 26, 2007, (i) 48,237,147 shares of this AgreementParent Common Stock have been issued and are outstanding, (ii) 974,508 outstanding shares of Parent Common Stock are subject to risk of forfeiture and repurchase rights that lapse over time (“Parent Restricted Stock”), and (iii) no shares of Parent Preferred Stock have been issued and are issued or outstanding. All of the outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. 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 All outstanding shares of Parent Common Stock and all outstanding Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (y) all applicable securities laws and other applicable Legal Requirements, and (z) all requirements set forth in the Parent Constituent Documents and applicable Contracts. Part 3.3(a) of the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Parent and to which any of such shares of Parent Common Stock, including all Parent Restricted Stock, is subject and identifies the Contract underlying such right. (b) As of June 22January 26, 2007, 4,661,933 Parent has reserved 8,475,607 shares of Parent Common Stock for issuance under its Parent Stock Option Plans (including 270,613 shares of Parent Common Stock reserved for issuance under Parent’s 1999 Employee Stock Purchase Plan) of which options to purchase 3,601,479 shares are outstanding as of January 26, 2007 (“Parent Options”). As of January 26, 2007, 1,293,211 shares of Parent Common Stock are reserved for future issuance pursuant to 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 Warrants. As of the date of this Agreement Agreement, except for Parent Options granted pursuant to the Parent Stock Option Plans and rights thereunder, the Parent Warrants, Parent Restricted Stock and Parent’s 1999 Employee Stock Purchase Plan and rights thereunder, there is no 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 or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Parent or to repurchase, redeem or otherwise acquire any outstanding securities of Parent or any of its Subsidiaries. ; or (civ) 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.condition or circumstance that may give rise to or provide a basis for the

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. (aA) The authorized capital stock of Parent consists of: (i) 150,000,000 70,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 44,629,445 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, no ; and 30,000,000 shares of Parent Preferred Stock are Stock, none of which is issued or outstandingand 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 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 no obligation 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 22, 2007, 4,661,933 the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 2004 Equity Incentive Plan; (ii) 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except outstanding under Parent's 2000 Stock Option Plan; and (iii) 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as set forth in "PARENT OPTIONS.") Part 3.3(b3.2(b) of the Parent Disclosure Schedule, Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Parent Option expires. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which any of the outstanding Parent Options were issued, and the forms of all stock option agreements evidencing such options. (C) Except as set forth in Part 3.2(c) of the Parent Disclosure Schedule there is no 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) 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 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 Parent. (cD) All outstanding capital stock stock, options and options other securities of the Parent and Merger Sub were Entities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (E) All of the outstanding shares of capital stock of the Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 25,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 6,474,096 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 and of which no shares are held by Parent in its treasury as of the date of this Agreement, no ; and (ii) 5,000,000 shares of Parent Preferred Stock Stock, $0.001 par value per share, of which no shares are issued outstanding or outstandingare held by the Company in its 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 Except as set forth in Part 3.3(a)(i) 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 Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of 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 nor 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 At the close of June 22business on September 25, 2007, 4,661,933 1997: (i) 316,707 shares of Parent Common Stock are reserved for future were subject to issuance pursuant to stock outstanding options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the to purchase 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 under Parent's 1987 Stock Option Plan; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any 352,068 shares of the capital stock Parent Common Stock were subject to issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's 1995 Stock Option Plan; (iii) 62,500 shares of Parent or any of its Subsidiaries. Common Stock were subject to issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's 1995 Non-Employee Director's Stock Option Plan; (civ) All outstanding capital stock and options 110,302 shares of Parent Common Stock were subject to issuance pursuant to rights to purchase Parent Common Stock under Parent's 1995 Employee Stock Purchase Plan; and Merger Sub (v) 26,587 shares of Parent Common Stock were issued and subject to issuance pursuant to outstanding options granted in compliance with all applicable securities laws and other applicable Legal Requirements.outside of any Parent stock option plan. (Stock options granted by Parent pursuant to the 1995 Stock Option Plan, pursuant to the 1995 Non-

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of (i) 150,000,000 200,000,000 shares of Parent Common Stock; , par value $0.001 per share and (ii) 10,000,000 shares of Parent Preferred Stock, par value $0.001 per share. As of June 22the close of business on May 7, 2007, 17,680,230 2010: (A) 44,257,042 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, ; (B) no shares of Parent Preferred Stock are were issued or outstanding. All ; (C) no shares of Parent Common Stock were held by Parent in its treasury; (D) there were outstanding Parent Options to purchase 5,844,329 shares of Parent Common Stock and outstanding unvested restricted stock units of 2,011,146 shares of Parent Common Stock and 1,532,582 shares of Parent Common Stock were reserved for issuance under the Parent’s Stock Plans (including upon exercise of the Parent Options); and (E) there were no outstanding warrants exercisable for shares of Parent Common Stock and such number of shares of Parent Common Stock were reserved for issuance upon conversion of such warrants. Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. The authorized During the period from May 7, 2010 to the date of this Agreement, (1) there have been no issuances by Parent of shares of capital stock of Merger Sub consists Parent other than issuances of capital stock of Parent pursuant to the exercise of Parent Options outstanding on such date and (2) there have been no issuances of Parent Options or other options, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to May 7, 2010, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of: 10,000 , or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to take any such action, and there are no outstanding contractual obligations of Parent of any kind to redeem, purchase or otherwise acquire any outstanding shares of Merger Sub capital stock of Parent. Other than shares of Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or, other than the outstanding Parent Options and warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which 100 stockholders of Parent may vote. (b) As of May 7, 2010, 5,844,329 shares have been issuedof Parent Common Stock are subject to issuance pursuant to outstanding Parent Options and 2,011,146 shares of Parent Common Stock are subject to issuance pursuant to outstanding restricted stock units. Part 3.3(b) of the Parent Disclosure Schedule sets forth accurate and complete information with respect to the holder, all to Parentthe vesting, the exercise price, the expiration date and are the number of underlying shares of each Parent Option outstanding as of the date of this Agreement. All outstanding Parent does not hold any shares Options were granted pursuant to the terms of its capital stock in its treasury. As one of the date Parent Stock Plans. Parent has delivered or made available to the Company accurate and complete copies of this Agreement, neither each of the Parent nor Merger Sub is under any obligation, or is bound Stock Plans. The Parent Stock Plans are binding upon and enforceable by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares Parent against all holders of Parent Common StockOptions, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (bc) 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 Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, 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 Acquiring 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 Acquiring Corporations; (iii) Contract under which any of the Acquiring Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of 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 Acquiring Corporations. (cd) All outstanding shares of capital stock stock, and options all options, warrants and other securities of Parent and Merger Sub were the Acquiring Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Contracts. (e) All of the outstanding shares of each of 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. (f) Since January 1, 2006, except as set forth in Part 3.3(f) of the Parent Disclosure Schedule, none of the Acquiring Corporations has ever repurchased, redeemed or otherwise reacquired any securities of any Acquiring Corporation, other than Parent Options forfeited by employees of an Acquiring Corporation in connection with the termination of such employee’s employment with an Acquiring Corporation. All securities so reacquired by Parent or any other Acquiring Corporation were reacquired in compliance with (i) all applicable Legal Requirements, and (ii) all material requirements set forth in applicable restricted stock purchase agreements and other applicable 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 Arrow consists of: of (i) 150,000,000 75,000,000 shares of Parent Arrow Common Stock; , par value $0.001 per share, of which 30,020,294 shares have been issued and are outstanding as of September 30, 2016 (the “Capitalization Date”) and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, par value $0.001 per share, of which no shares have been issued and are outstanding as of the Capitalization Date. As of June 22, 2007, 17,680,230 Arrow holds 33,993 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 outstandingits capital stock in its treasury. All of the outstanding shares of Parent Arrow 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 Arrow 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. None of the date outstanding shares of this AgreementArrow Common Stock is subject to any right of first refusal in favor of Arrow. Parent does not hold Except as contemplated herein and except as set forth in Part 3.6(a) of the Arrow Disclosure Schedule, there is no Arrow 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 treasuryArrow Common Stock. As of the date of this Agreement, neither Parent nor Merger Sub Arrow is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Arrow Common StockStock or other securities. (b) As Except for the 2010 Performance Incentive Plan, the 2000 Stock Incentive Plan, the 2007 Performance Incentive Plan and the OncoGenex Technologies Inc. Stock Option Plan (collectively, the “Arrow Stock Plans”), or except as set forth on Part 3.6(b) of June 22the Arrow Disclosure Schedule, 2007Arrow does not have any stock option plan or any other plan, 4,661,933 shares of Parent Common Stock are reserved program, agreement or arrangement providing for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except any equity-based compensation for any Person. (c) Except for the outstanding Arrow Options or as set forth in Part 3.3(b3.6(c) of the Parent Arrow 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 SubsidiariesArrow; (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 Arrow; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Arrow 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 is reasonably likely 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 Arrow. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Arrow. (cd) All outstanding capital stock shares of Arrow Common Stock and options and other securities of Parent and Merger Sub were Arrow have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsRequirements and (ii) all requirements set forth in applicable 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 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 authorized capital stock of Parent consists of: of (i) 150,000,000 100,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 22the close of business on September 15, 2007, 17,680,230 2008: (A) 53,663,805 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, ; (B) no shares of Parent Preferred Stock are were issued or outstanding; (C) no shares of Parent Common Stock were held by Parent in its treasury; (D) there were outstanding Parent Options to purchase 5,594,298 shares of Parent Common Stock, outstanding restricted stock units pursuant to which 27,332 shares of Parent Common Stock are issuable, and 6,806,216 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans (not including shares issuable pursuant to Parent Options and restricted stock units); and (E) there were outstanding warrants (“Parent Warrants”) exercisable for 850,224 shares of Parent Common Stock and such number of shares of Parent Common Stock were reserved for issuance upon conversion of such Parent Warrants. All of the Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 free of preemptive rights. During the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of period from September 15, 2008 to the date of this Agreement, neither (i) there have been no issuances by Parent nor Merger Sub is under of shares of capital stock of Parent other than issuances of capital stock of Parent pursuant to the exercise of Parent Options outstanding on such date and (ii) there have been no issuances of Parent Options or other options, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to September 15, 2008, declared or paid any obligationdividend, or is bound by declared or made any Contract pursuant distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to which it may become obligated take any such action, and there are no outstanding contractual obligations of Parent of any kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or, other than the outstanding Parent Options and warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (b) As of 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 ScheduleSection 3.3(a), as of the date of this Agreement there is no (i) outstanding subscriptionas of September 15, option2008, call, warrant or right (whether or not currently exercisable) to acquire any no shares of the capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent 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.of

Capitalization, Etc. (a) The After giving effect to the Parent Restated Charter, the authorized capital stock of Parent consists of: of (i) 150,000,000 300,000,000 shares of Parent Common Stock; , par value $0.001 and (ii) 10,000,000 shares of Parent Preferred Stock, par value $0.001. As of June 22After giving effect to the Share Contribution in connection with the Split-Off, 2007but prior to giving effect to the Transaction, 17,680,230 2,500,000 shares of Parent Common Stock were issued and outstanding. As , no shares of the date of this AgreementParent Common Stock were held by Parent in its treasury, and no shares of Parent Preferred Stock are issued or outstanding. All The Parent Common Stock is presently eligible for quotation and trading on the OTC Markets and is not subject to any notice of the suspension or delisting. The issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. The authorized Since June 30, 2014, (i) there have been no issuances by Parent of shares of capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares Parent and (ii) there have been no issuances by Parent of any options, warrants or other rights to acquire capital stock of Parent. Except as expressly contemplated herein and in the Split-Off Agreement, and except for the 2.272727-for-1 forward split of Parent Common Stock in the form of a dividend that was effective on December 5, 2014, Parent has not, subsequent to December 31, 2013, declared or Pieris/Marika Acquisition Agreement paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, all to Parentor authorized or effected any split-up or any other recapitalization of, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Except as expressly contemplated herein and in its treasury. As of the date of this Split-Off Agreement, neither Parent nor Merger Sub is under has not heretofore agreed to take any obligationsuch action, or is bound by and there are no outstanding contractual obligations of Parent of any Contract pursuant kind to which it may become obligated to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. The capitalization of Parent, including the names of all holders, beneficially or of record, of Parent known to the board of directors of Parent, Montrose Capital Limited and the Placement Agents and holders of 1% or more of the capital stock of Parent, has been provided to the Company and the Holders. (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 ScheduleSection 4.3(a), as of the date of this Agreement there is no (i) there are no shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding, and (ii) there are no outstanding subscriptionsecurities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, warrant right, commitment, agreement, arrangement 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 Subsidiariesundertaking. (c) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all other securities of Parent, have been issued and granted in compliance with with: (i) all applicable U.S. federal or state securities laws, including but not limited to the Securities Act, and applicable Legal Requirements other than securities laws applicable to Parent; and other (ii) all material requirements set forth in applicable Legal RequirementsContracts to which Parent is a party.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 45,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, of which 50,000 shares have been designated as Series A Junior Participating Preferred Stock pursuant to the Parent Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of June 22November 24, 20072006, 17,680,230 15,675,324 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. As None of the date of this Agreement, neither Parent nor Merger Sub AngioDynamics 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 22November 24, 20072006, 4,661,933 1,497,674 shares of Parent Common Stock are reserved for future issuance pursuant to stock options under the 1997 Stock Option Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "1997 Stock Plan"), of which options to acquire 493,870 shares of Parent Common Stock are outstanding, 2,000,000 shares of Parent Common Stock are reserved for issuance under the 2004 Stock and Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "2004 Stock Plan"), of which options to acquire 945,233 shares of Parent Common Stock are outstanding, and 200,000 shares of Parent Common Stock are available for issuance under the 2004 Employee Stock Purchase Plan ("Parent ESPP"). Stock options granted by the Company pursuant to the 1997 Stock Plan and outstanding. Other than such the 2004 Stock Plan (together, the "Parent Stock Option Plans"), as well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as "Parent Options." Parent has delivered or made available to Company accurate and except complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Parent Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Parent Options have been granted since November 24, 2006. None of the Parent Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Parent Options were validly made and properly approved by the board of directors of Parent (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Parent Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to such grants. (c) Except as set forth in Part Section 3.3(a) or Section 3.3(b) of above, and other than the Parent Disclosure ScheduleRights Agreement and the rights thereunder, 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 Subsidiariesthe AngioDynamics 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 AngioDynamics Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the AngioDynamics Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any 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 AngioDynamics Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) of the Parent Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the AngioDynamics Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the equity interests of Merger Sub.

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 Parent consists of: (i) 150,000,000 of 10,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , par value $.001 per share, of which no 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. Upon consummation of the Micromet Recapitalization, no there will be 3,767,516 shares of Parent Preferred Common Stock are issued or and outstanding, all equity interests of Micromet will be held by Parent (except as set forth on Part 2.5(o) of the Parent Disclosure Schedule) and no other shares of capital stock of Parent will be outstanding. Parent does not hold any shares of its capital stock in its 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 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 which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right or any right under the Shareholders Agreement. None of the date outstanding shares of this AgreementParent Common Stock is subject to any right of first refusal in favor of Parent or Micromet. Except as contemplated herein, there is no Parent does not hold 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 None of the date of this Agreement, neither Parent nor Merger Sub Micromet Parties 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 Table of Contents other securities. Part 2.3(a) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent or Micromet with respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options), and specifies which of those repurchase rights are currently exercisable. (b) As of June 22the date of this Agreement, 2007the outstanding capital stock of Micromet consists of (i) 77,652 shares of Micromet Common Stock, 4,661,933 (ii) 1,232,876 shares of Preference Shares Series (A new), and (iii) 2,140,539 shares of Preference Shares Series (B new), of which shares are issued and outstanding. Micromet does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Micromet Common Stock and Micromet Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Micromet Common Stock or Micromet Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Micromet Common Stock or Micromet Preferred Stock is subject to any right of first refusal in favor of Parent or Micromet. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Micromet Common Stock or Micromet Preferred Stock. None of the Micromet Parties is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Micromet Common Stock, Micromet Preferred Stock or other securities. Part 2.3(b) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent or Micromet with respect to shares of Micromet Common Stock (including shares issued pursuant to the exercise of stock options) and Micromet Preferred Stock, and specifies which of those repurchase rights are currently exercisable. (c) Except for the Parent Stock Option Plan, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Parent has reserved 366,472 shares of Parent Common Stock for issuance under the Parent Stock Option Plan, of which no shares have been exercised and no shares are subject to issuance pursuant to stock options granted and outstanding under the Parent Stock Option Plan and 366,472 shares of Parent Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Parent Stock Option Plan. Options to purchase shares of Parent Common Stock are referred to in this Agreement as “Parent Options.” Part 2.3(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Parent Common Stock subject to such Parent Option; (C) the exercise price of such Parent Option; (D) the date on which such Parent Option was granted; (E) the applicable vesting schedule, and outstandingthe extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (F) the date on which such Parent Option expires; and (G) whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Other than Parent has delivered to CancerVax accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options, copies of resolutions of the board of directors approving option grants and copies of stockholder resolutions approving all stock options and except option plans pursuant to which Parent has ever granted stock options. (d) Except for the outstanding Parent Options or as set forth in on Part 3.3(b2.3(d) 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 Subsidiariesthe Micromet Parties; (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 Micromet Parties; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Micromet Parties is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of its Subsidiaries.a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Micromet Parties. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. Table of Contents (ce) All outstanding capital stock and options shares of Parent Common Stock, options, warrants and Merger Sub were other securities of Parent have been issued and granted in compliance with all applicable securities laws laws. (f) Upon consummation of the Micromet Recapitalization, all of the outstanding shares of capital stock of Micromet will be owned beneficially and other applicable Legal Requirementsof record by Parent (except as set forth on Part 2.5(o) of the Parent Disclosure Schedule), free and clear of any Encumbrances. Prior to consummation of the Micromet Recapitalization, all corporate and shareholder consents required to approve the Micromet Recapitalization, including but not limited to all approvals under the Shareholders Agreement, will have been obtained. As of the consummation of the Micromet Recapitalization, the signatories to the Parent Stockholder Voting Agreements will hold at least 55% of the Preference Shares Series (B new) of Micromet and, upon consummation of the Micromet Recapitalization, will hold at least a majority of the outstanding shares of common stock of Parent (assuming conversion of the convertible security as set forth on Part 2.3(d)(ii) of the Parent Disclosure Schedule).

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 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. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock, of which 49,511,273 shares have been issued and are outstanding as of October 31, 2001; and (ii) 10,000,000 shares of Parent Preferred Stock, of which no shares 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 of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstandingits capital stock in its 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. 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 there are no shares of Parent Common StockStock held by any Subsidiary of Parent. (b) As of June 22October 31, 2007, 4,661,933 2001: (i) 1,017,799 shares of Parent Common Stock reserved for future issuance pursuant to stock options granted and outstanding under Parents' 1997 Equity Incentive Plan; (ii) 4,258,580 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 2000 Equity Incentive Plan; (iii) 295,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except as set forth in Part 3.3(boutstanding under Parent's 2000 Non-Employee Director's Stock Option Plan; (iv) 376,303 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's 2000 Employee Stock Purchase Plan; (v) 581,793 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Agritope, Inc. 1997 Stock Award Plan; (vi) 461,265 shares of Parent Common Stock are reserved for future issuance upon the exercise of put or call options arising out of the Parent Disclosure Schedule, as acquisition 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.Artemis Pharmaceuticals GmbH. (c) All outstanding capital stock stock, options and options other securities 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. (d) All of the outstanding shares of capital stock of the corporations identified in Part 4.1 of the Parent Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

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 Parent consists of: of (i) 150,000,000 One Hundred Twenty Million (120,000,000) shares of Parent Common Stock; , par value $0.001 per share, of which Twenty Seven Million Ten Thousand Two Hundred Two (27,010,202) shares have been issued and are outstanding as of this Agreement and (ii) 10,000,000 Five Million (5,000,000) shares of undesignated Parent Preferred Stock, par value $0.001 per share of which no shares have been issued and 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 of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstandingits capital stock in its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. 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 which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right. None of the date outstanding shares of this AgreementParent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated herein, there is no Parent does not hold 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 Parent nor Merger Sub is not under any obligation, or nor 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 or other securities. Part 3.3(a) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent with respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options), and specifies, with respect to such repurchase rights, each holder of Parent Common Stock, the date of purchase of such Parent Common Stock, the number of shares of Parent Common Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Parent Common Stock filed an election under Section 83(b) of the Code with respect to such Parent Common Stock within 30 days of purchase. (b) As of June 22Except for the 2004 stock option and incentive plan, 2007the 2014 stock option and incentive plan, 4,661,933 shares of as amended and the employee stock purchase plan (collectively, the “Parent Common Stock are reserved Plans”), Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for future issuance pursuant to stock options granted and outstandingany equity or equity-based compensation for any Person. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement Agreement: (i) the name of the option holder; (ii) the number of shares of Parent Common Stock subject to such Parent Option; (iii) the exercise price of such Parent Option; (iv) the date on which such Parent Option was granted; (v) the applicable vesting schedule, including the number of vested and unvested shares; (vi) the date on which such Parent Option expires; and (vii) whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) Part 3.3(c) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent RSU outstanding as of the date of this Agreement: (i) the name of the holder of the Parent RSU; (ii) the number of shares of Parent Common Stock subject to such Parent RSU; (iii) the date on which such Parent RSU was granted; and (iv) the applicable vesting schedule. Parent has made available to the Company accurate and complete copies of all equity incentive plans pursuant to which Parent has ever granted restricted stock units, and the forms of all restricted stock unit award agreements evidencing such restricted stock units. (d) Part 3.3(d) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Warrant outstanding as of the date of this Agreement: (i) the name of the warrant holder; (ii) the number of shares of Parent Common Stock subject to such Parent Warrant; (iii) the exercise price of such Parent Warrant; (iv) the date on which such Parent Warrant was granted; and (v) the date on which such Parent Warrant expires. Parent has delivered to the Company accurate and complete copies of all Parent Warrants. (e) Except for the outstanding Parent Options, Parent RSUs, Parent Warrants or as set forth on Part 3.3(e) of the Parent Disclosure Schedule, there is no 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) 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 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 Parent. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. (cf) All outstanding capital stock and options shares of Parent Common Stock and Merger Sub were options, restricted stock units, warrants and other securities of Parent have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsRequirements and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock, of which 49,511,273 shares have been issued and are outstanding as of October 31, 2001; and (ii) 10,000,000 A-16 shares of Parent Preferred Stock, of which no shares 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 of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstandingits capital stock in its 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. 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 there are no shares of Parent Common StockStock held by any Subsidiary of Parent. (b) As of June 22October 31, 2007, 4,661,933 2001: (i) 1,017,799 shares of Parent Common Stock reserved for future issuance pursuant to stock options granted and outstanding under Parents' 1997 Equity Incentive Plan; (ii) 4,258,580 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 2000 Equity Incentive Plan; (iii) 295,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except as set forth in Part 3.3(boutstanding under Parent's 2000 Non-Employee Director's Stock Option Plan; (iv) 376,303 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's 2000 Employee Stock Purchase Plan; (v) 581,793 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Agritope, Inc. 1997 Stock Award Plan; (vi) 461,265 shares of Parent Common Stock are reserved for future issuance upon the exercise of put or call options arising out of the Parent Disclosure Schedule, as acquisition 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.Artemis Pharmaceuticals GmbH. (c) All outstanding capital stock stock, options and options other securities 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. (d) All of the outstanding shares of capital stock of the corporations identified in Part 4.1 of the Parent Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

Capitalization, Etc. (a) The After giving effect to the Parent Restated Charter, the authorized capital stock of Parent consists of: of (i) 150,000,000 100,000,000 shares of Parent Common Stock; , par value $0.00001 and (ii) 10,000,000 shares of Parent Preferred Stock, par value $0.00001. As of June 22After giving effect to the transactions contemplated by the Redemption Agreement, 2007, 17,680,230 7,336 shares of Parent Common Stock were issued and outstanding. As , no shares of the date of this AgreementParent Common Stock were held by Parent in its treasury, and no shares of Parent Preferred Stock are issued or outstanding. All of the The issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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 free of preemptive rights. During the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of period from September 16, 2013 to the date of this Agreement, neither (i) there have been no issuances by Parent nor Merger Sub is under of shares of capital stock of Parent and (ii) there have been no issuances of any obligationoptions, warrants or other rights to acquire capital stock of Parent. Except as expressly contemplated in the Redemption Agreement, Parent has not, subsequent to September 16, 2013, declared or paid any dividend, or is bound by declared or made any Contract pursuant distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to which it may become obligated take any such action, and there are no outstanding contractual obligations of Parent of any kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (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 ScheduleSection 3.3(a), as of the date of this Agreement there is no (i) there are no shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding, and (ii) there are no outstanding subscriptionsecurities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, warrant right, commitment, agreement, arrangement 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 Subsidiariesundertaking. (c) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all other securities of Parent have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal RequirementsRequirement applicable to Parent; and (ii) all material requirements set forth in applicable Contracts to which Parent is a party.

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. (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 authorized capital stock of Parent consists of: (i) 150,000,000 70,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 44,629,445 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, no ; and 30,000,000 shares of Parent Preferred Stock are Stock, none of which is issued or outstandingand 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 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 no obligation 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 the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 2004 Equity Incentive Plan; (ii) 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except outstanding under Parent's 2000 Stock Option Plan; and (iii) 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as set forth in "Parent Options.") Part 3.3(b3.2(b) of the Parent Disclosure Schedule, Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Parent Option expires. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which any of the outstanding Parent Options were issued, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Part 3.2(c) of the Parent Disclosure Schedule there is no 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) 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 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 Parent. (cd) All outstanding capital stock stock, options and options other securities of the Parent and Merger Sub were Entities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of the Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

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 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 authorized capital stock of Parent the Purchaser consists of: (i) 150,000,000 of 60,000,000 shares of Parent Purchaser Common Stock; , of which 16,545,411 shares had been issued and (ii) 10,000,000 were outstanding as of June 30, 2001. The Purchaser has not repurchased any shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 its capital stock and does not hold any shares of Parent its capital stock in its treasury, except for the repurchase of the Purchaser Common Stock were issued and outstanding. As from employees or consultants upon termination of their employment or consulting relationship with the date of this Agreement, no shares of Parent Preferred Stock are issued or outstandingPurchaser. All of the outstanding shares of Parent Purchaser Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized Except as set forth in the Purchaser SEC Reports: (i) none of the outstanding shares of Purchaser Common Stock is entitled or subject to any preemptive right, right of first offer or any similar right created by the Purchaser or imposed under applicable law with respect to capital stock of Merger Sub consists of: 10,000 the Purchaser; (ii) none of the outstanding shares of Merger Sub Purchaser Common Stock, Stock is subject to any right of which 100 shares have been issued, all to Parent, and are outstanding as first refusal in favor of the date Purchaser; and (iii) there is no the Purchaser Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of this Agreement. Parent does not hold (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryPurchaser Common Stock. As of the date of this Agreement, neither Parent nor Merger Sub The Purchaser 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 Purchaser Common Stock. (b) As of June 2230, 2007, 4,661,933 2001: (i) 2,326,473 shares of Parent Purchaser Common Stock are were subject to issuance pursuant to outstanding options to purchase shares of Purchaser Common Stock; and (ii) 63,406 shares of Purchaser Common Stock were reserved for future issuance pursuant to stock the Purchaser's Employee Stock Purchase Plan (the "PURCHASER ESPP"). (Stock options granted by the Purchaser pursuant to the Purchaser's stock option plans and outstanding. Other than such stock options and except otherwise are referred to in this Agreement as "PURCHASER OPTIONS.") (c) Except as set forth in Part 3.3(b) of the Parent Disclosure ScheduleSection 4.3(b), as of the date of this Agreement June 30, 2001 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 authorized capital stock of Parent consists of: (i) 150,000,000 125,000,000 shares of Parent Common Stock; and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock. As of June 22October 18, 20071999, 17,680,230 41,913,459 (net of 1,276,895 treasury shares) 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 Except as set forth in Part 3.3(a)(i) 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 Parent; and (iii) there is no Contract to which Parent is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of 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 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 the date of this Agreement: (i) 6,438,459 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's Amended and Restated 1987 Equity Incentive Plan; (ii) 320,625 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except outstanding under Parent's 1995 Non-Employee Directors' Stock Option Plan; (iii) 3,450,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1998 Non-Officer Stock Option Plan; (iv) 1,500,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1998 Equity Incentive Plan; (v) 245,586 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the 1994 RouterWare Stock Option Plan; (vi) 401,141 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's Employee Stock Purchase Plan; and (vii) 4,329,897 shares of Parent Common Stock are reserved for future issuance upon conversion of 5% Convertible Subordinated Notes due 2002. (Stock options granted by Parent pursuant to Parent's stock option plans and otherwise are referred to in this Agreement as "Parent Options"). (c) Except as set forth in Part Section 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; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of 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 Parent. (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.

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) 150,000,000 100,000,000 shares of Parent Common Stock; and (ii) 10,000,000 1,000,000 shares of Parent Preferred Stock. As of June 22April 27, 20072001, 17,680,230 60,293,702 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. . (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. : (bi) As of June 22, 2007, 4,661,933 1,548,821 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 1991 Stock Option Plan; (ii) 1,884,998 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except outstanding under Parent's 1994 Stock and Option Plan; (iii) 8,037,900 shares of Parent Common Stock are reserved for future issuance, pursuant to stock options granted and outstanding under Parent's 1996 Stock and Option Plan; (iv) 342,517 shares of Parent Common Stock are reserved for future issuance pursuant to Parent's Employee Stock Purchase Plan and (v) 3,739,432 shares of Parent Common Stock are reserved for future issuance upon the conversion of Parent's outstanding 5% Convertible Subordinated Notes due 2007. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options. As the date of this Agreement, there are outstanding options to purchase 11,480,085 shares of Parent Common Stock. Parent has no present intention to issue any shares of Parent capital stock or other securities other than pursuant to: (i) the exercise or conversion of outstanding options, warrants or other rights (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent, (ii) to Parent's Employee Stock Purchase Plan and 401(k) Plan, (iii) upon the conversion of any Parent's outstanding 5% Convertible Subordinated Notes due 2007; and (iv) upon the exercise of options to purchase Parent Common Stock issued after the date of this Agreement under existing option plans of Parent in the ordinary course of business and consistent with past practice. (c) Except as set forth in Part 3.3(bSection 3.4(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of 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) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any securities; or (iv) to the knowledge of its SubsidiariesParent, condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (cd) All outstanding The authorized capital stock and options of Parent and Merger Sub were consists of 3,000 shares of common stock, of which 100 are issued and granted in compliance with all applicable securities laws outstanding. All of the outstanding shares of Merger Sub common stock have been duly authorized and other applicable Legal Requirementsvalidly issued, and are fully paid and nonassessable. Merger Sub is a wholly-owned subsidiary of Parent.

Capitalization, Etc. (aA) The authorized capital stock of Parent Parent, as of the date hereof, consists of: (i) 150,000,000 of 13,333,333 shares of Parent Common Stock, $0.001 par value per share (the "PARENT COMMON STOCK"), 6,782,938 of which are issued and outstanding; and (ii) 10,000,000 2,000,000 shares of Parent preferred stock, par value $0.01 per share (the "PARENT PREFERRED STOCK"), 268,265 of which are designated as Series C Preferred Stock. As Stock of June 22, 2007, 17,680,230 which 2,000 are issued and outstanding and convertible into 13,333 shares of Parent Common Stock were issued and outstanding. As 1,731,735 shares of which are undesignated "blank check" preferred stock. (B) The rights, preferences, privileges and restrictions of the date of this Agreement, no shares of Parent Common Stock and the Parent Preferred Stock are issued or outstandingas stated in the articles of incorporation of Parent. All of the outstanding Parent Common Stock and Parent Preferred Stock is duly authorized, validly issued, fully paid and nonassessable, and free of any liens or encumbrances and were issued in compliance with the registration and qualification requirements of all applicable federal, state and foreign securities laws. (C) 1,786,706 shares of Parent Common Stock have been duly authorized are reserved for issuance under the stock option plans of Parent and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 options to purchase 1,087,538 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. Agreement (stock options granted by Parent does not hold pursuant to the stock option plans of Parent, as well as any stock options granted outside of the stock option plans of Parent, are referred to collectively herein as "PARENT OPTIONS."). (D) Except for warrants to purchase 631,395 shares of Parent Common Stock, there are no outstanding subscriptions, warrants, options, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights, or commitments or rights of any character relating to or entitling any person to purchase or otherwise acquire any shares of its capital stock in its treasuryof Parent directly from Parent and there are no obligations or securities having the right to vote on any matters on which the stockholders may vote or convertible into or exchangeable for shares of capital stock of Parent or any commitments of any character relating to or entitling any person to purchase or otherwise acquire any such obligations or securities from Parent. As There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale or voting of the date outstanding shares of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant capital stock to which it may become the Parent is a party or to which any other Person is a party. No shares of outstanding capital stock of Parent is subject to any antidilution protections. There are no Contracts under which Parent is obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As its capital stock or register under the Securities Act of June 221933, 2007, 4,661,933 any shares of its capital stock. Parent Common Stock are reserved for future has not declared or paid any dividends on any shares of its capital stock. No anti-dilution rights of any capital stock or other securities issued by the Company shall be triggered as a result of the transactions contemplated hereby. The Board of Directors of Parent has determined that the 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 4% Convertible Notes is an issuance of securities in connection with a strategic acquisition for purposes of the date of this Agreement there warrant issued to Commonwealth Associates, L.P. and therefore no anti-dilution adjustment 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 Subsidiariesrequired thereto. (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 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 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 65,000,000 shares of Parent Common Stock were issued and outstanding5,000,000 shares of Preferred Stock (“Parent Preferred Stock”). As of the date January 26, 2007, (i) 48,237,147 shares of this AgreementParent Common Stock have been issued and are outstanding, (ii) 974,508 outstanding shares of Parent Common Stock are subject to risk of forfeiture and repurchase rights that lapse over time (“Parent Restricted Stock”), and (iii) no shares of Parent Preferred Stock have been issued and are issued or outstanding. All of the outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. 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 All outstanding shares of Parent Common Stock and all outstanding Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (y) all applicable securities laws and other applicable Legal Requirements, and (z) all requirements set forth in the Parent Constituent Documents and applicable Contracts. Part 3.3(a) of the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Parent and to which any of such shares of Parent Common Stock, including all Parent Restricted Stock, is subject and identifies the Contract underlying such right. (b) As of June 22January 26, 2007, 4,661,933 Parent has reserved 8,475,607 shares of Parent Common Stock for issuance under its Parent Stock Option Plans (including 270,613 shares of Parent Common Stock reserved for issuance under Parent’s 1999 Employee Stock Purchase Plan) of which options to purchase 3,601,479 shares are outstanding as of January 26, 2007 (“Parent Options”). As of January 26, 2007, 1,293,211 shares of Parent Common Stock are reserved for future issuance pursuant to 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 Warrants. As of the date of this Agreement Agreement, except for Parent Options granted pursuant to the Parent Stock Option Plans and rights thereunder, the Parent Warrants, Parent Restricted Stock and Parent’s 1999 Employee Stock Purchase Plan and rights thereunder, there is no 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 or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Parent or to repurchase, redeem or otherwise acquire any outstanding securities of Parent or any of its Subsidiaries; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (c) All of the outstanding shares of capital stock and options of Parent and Merger Sub were issued have been duly authorized and granted in compliance with all applicable securities laws are validly issued, are fully paid and other applicable Legal Requirementsnonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

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.