Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 shares of Company Common Stock, of which 34,791,879 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company 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 Company Common Stock. None of the Symyx Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the date of this Agreement: (i) 3,655,668 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable thereto. (e) Except as set forth in Sections 2.3(a) and 2.3(c), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (f) All outstanding shares of Company Common Stock, and all Company Equity Awards and other securities of the Symyx Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 200,000,000 shares of Company Common Stock, of which 34,791,879 25,129,693 shares have been are issued and are outstanding as of the day preceding the date of this Agreement; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, par value $0.001 per share, of which no shares have been are issued or are outstanding. The Company holds 5,623,178 shares of Company Common Stock in its treasury, and none of the Company Subsidiaries holds or has held any shares of the Company’s capital stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Company 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 Company Common Stock. None of the Symyx Acquired Corporations is under any obligation, or is bound by any Contract pursuant to under which it is or may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. Part 3.3(a)(ii) of the Company’s right Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (whether such shares were issued pursuant to the exercise of the Company upon termination of such employee’s employment Options or upon any other forfeiture of a vesting conditionotherwise). (cb) As of the day preceding the date of this Agreement: (i) 3,655,668 5,749,493 shares of Company Common Stock are subject to issuance pursuant to outstanding Company OptionsOptions (whether granted and outstanding under the Company Plans or otherwise); (ii) 1,879,110 820,401 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Restricted Stock Units (whether granted and outstanding under the Company Plans or otherwise); and (iii) 2,892,807 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Company’s 2004 Employee Stock Purchase Plan (the “Company ESPP”); . Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (iiithe “Grant Date”) 300,675 shares by all necessary corporate action, including, as applicable, approval by the board of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares directors of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (dor a duly constituted and authorized committee thereof) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as any required stockholder approval by the necessary number of votes or written consents, and the date of this Agreement the following information: (i) the particular plan award agreement governing such grant (if any) pursuant was duly executed by the Company and delivered to which the recipient, each such Company Equity Award grant was granted; (ii) made in accordance with the name terms of the holder applicable compensation plan or arrangement of such the Company Equity Award; (iii) the type of Company Equity Award (whether a Company Optionand all other applicable Legal Requirements in all material respects, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) and the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date (as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the applicable Company Employee Plan applicable theretoPlans and Section 409A of the Code) The Company has Made Available to Parent true, correct and complete copies of all stock option and equity-based compensation plans under which any award remains outstanding or is subject to and the accompanying forms of equity-based award agreements evidencing such options, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) issuable under such plans. As of the day preceding the date of this Agreement, the Company has no other shares of Company Common Stock or Company Preferred Stock reserved for issuance or otherwise subject to issuance, except as provided in this Section 3.3(b). (ec) Part 3.3(c) of the Disclosure Schedule sets forth with respect to each of the Company Options and Company Restricted Stock Units, as of the day preceding the date of this Agreement: (A) the date of grant of such award; (B) the vesting and/or exercisability schedule applicable to such award, including any special provisions for vesting/exercisability in exceptional circumstances; (C) if applicable, the exercise or purchase price for such award; (D) the number of outstanding, unvested Company Options; (E) if applicable, the expiration date for such award; (F) the jurisdiction in which the holder of the award resides works and the jurisdiction in which the holder is employee, if different (which information in this subsection (F) can be provided no later than two days following the date hereof), and (G) in the case of Company Options, whether or not such Company Stock Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code or as a qualified option under any tax-qualified regime in any non-U.S. jurisdiction. Except as set forth in Sections 2.3(aon Part 3.3(c) and 2.3(c)of the Disclosure Schedule, as of the day preceding the date of this Agreement, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (fd) All outstanding shares of Company Common Stock, Stock and all outstanding Company Equity Awards Options, Company Restricted Stock Units and other equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Symyx Corporations, Acquired Corporations have been issued and granted in compliance in all material respects with: (i) all applicable securities laws Legal Requirements and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (ge) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights of participation or similar rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances. None of the outstanding capital stock of each of the Company Subsidiaries is subject to any right of first refusal in favor of such Company Subsidiary. There is no Company 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 capital stock of any of the Company Subsidiaries. None of the Company Subsidiaries is bound by any Contract under which it is or may become obligated, to repurchase, redeem or otherwise acquire any outstanding capital stock of any Company Subsidiary.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 125,000,000 shares of Company Common Stock, of which 34,791,879 7,263,236 shares have been are issued and are outstanding as of the date of this AgreementReference Date; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares have been of Company Preferred Stock are issued or are outstandingoutstanding as of the Reference Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations Tetraphase Companies (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightright pursuant to any certificate of incorporation (or similar organizational document) or Contract to which any Tetraphase Company or, to the Company’s knowledge, to which any stockholder of the Company, is a party; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company 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 Company Common Stock. None of the Symyx Corporations is under any obligation, or Tetraphase Companies is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the date of this AgreementReference Date: (i) 3,655,668 160,307 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 2,506 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Tetraphase 2014 Employee Stock Purchase Plan (the “Company ESPP”) and 0 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the Company ESPP (based on the fair market value of a share of Company Common Stock as of the trading date one (1) trading date prior to the date of this Agreement); (iii) 300,675 37,268 shares of Company Common Stock are subject to issuance upon vesting of grants of Company RSUs; (iv) 8,505 shares of Company Common Stock are subject to issuance upon vesting of grants of Company PRSUs; (v) 246,741 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards equity awards not yet granted under the Company Option Plans; and (vi) 11,478,477 shares of Company Common Stock are subject to issuance pursuant to Company Warrants. (d) The Part 2.3(d) of the Company has Made Available to Parent Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement Reference Date the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, Company PRSU or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viiivii) the date on which such Company Equity Award expires (if applicable); and (ixviii) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, including any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, and to the knowledge of the Company, 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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable theretoTetraphase Companies. (e) Part 2.3(e) of the Company Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Warrant outstanding as of the Reference Date the following information: (i) the name of the holder of such Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the per share exercise price of such Company Warrant; and (iv) the date on which such Company Warrant expires. (f) Except as set forth in Sections 2.3(a), 2.3(c) and 2.3(cor 2.3(d), as of the Reference Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx CorporationsTetraphase Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx CorporationsTetraphase Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Corporations Tetraphase Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (fg) All outstanding shares of Company Common Stock, and all options and other Company Equity Awards and other securities of the Symyx CorporationsTetraphase Companies, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (gh) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws or any Company Permitted Encumbrances).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 55,000,000 shares of Company Common Stock, of which 34,791,879 14,051,149 shares have been are issued and are outstanding as of the date of this AgreementReference Date; and (ii) 10,000,000 11,445,187 shares of Company Preferred Stock, none of which no shares have been were issued or are outstandingand outstanding as of the Reference Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement all of the outstanding shares of Company Common stock are listed on a national securities exchange. None of the Symyx Corporations Target Companies (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightright pursuant to any certificate of incorporation (or similar organizational document) or Contract to which any Target Company or, to the Company’s knowledge, to which any stockholder of the Company, is a party; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company 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 Company Common Stock. None of the Symyx Corporations Target Companies is under any obligation, or is bound by party to any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securitiesStock, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the date of this AgreementReference Date: (i) 3,655,668 4,644,828 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 no shares of Company Common Stock are estimated to be subject to outstanding purchase rights under an employee stock purchase plan; and (iii) zero (0) shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards equity awards not yet granted under the Company Option PlansStock Plan. (d) The Part 2.3(d) of the Company has Made Available to Parent Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement Reference Date the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viiivii) the date on which such Company Equity Award expires (if applicable); and (ixviii) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The When granted, the exercise price of each Company Option is was not less than the fair market value (as defined in the Company Stock Plan) of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, including any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, and to the knowledge of the Company, 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 that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of any of the Symyx Corporations. Each Company Equity Award was granted Target Companies, in accordance with the terms each case that have been issued by any of the Company Employee Plan applicable theretoTarget Companies. (e) Part 2.3(e) of the Company Disclosure Schedule includes a complete and accurate list that sets forth with respect to each warrant to acquire any shares of the capital stock or other securities of any of the Target Companies outstanding as of the Reference Date the following information: (i) the name of the holder of such warrant; and (ii) the number of shares of Company Common Stock underlying such warrant. Except as set forth in Sections 2.3(a), 2.3(c) and 2.3(c)or 2.3(d) or Part 2.3(e) of the Company Disclosure Schedule, as of the Reference Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx CorporationsTarget Companies, in each case that have been issued by or are otherwise binding on any of the Target Companies; (ii) outstanding security, instrument or obligation issued by or are otherwise binding on any of the Target Companies or to which any Target Company is a party that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx CorporationsTarget Companies or that has the right to vote (or is convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract to which any Target Company is a party or otherwise bound under which any of the Symyx Corporations Target Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (f) All outstanding shares of Company Common Stock, and all options and other Company Equity Awards and other securities of the Symyx CorporationsTarget Companies, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in an applicable ContractsContract. (g) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws or any Company Permitted Encumbrances).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 100,000,000 shares of Company Common Stock, of which 34,791,879 49,263,927 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b3.3(a)(ii) of the Company Disclosure Schedule: (iA) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (iiB) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iiiC) there is no Company 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 Company Common Stock. None of the Symyx Corporations The Company is not under any obligation, or nor is the Company bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for . Part 3.3(a)(iii) of the Company’s right Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (including shares issued pursuant to the exercise of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting conditionstock options). (cb) As of the date of this Agreement: (i) 3,655,668 8,342,626 shares of Company Common Stock are subject to issuance pursuant to Company Options; and (ii) 1,879,110 7,800,489 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards equity awards not yet granted under the Company Option Equity Plans. (d. Part 3.3(b) The Company has Made Available to Parent a complete and accurate list that of the Disclosure Schedule sets forth with respect to each Company Equity Award Option outstanding as of the date of this Agreement December 17, 2010, the following information: (iA) the particular plan (if any) pursuant to which such Company Equity Award Option was granted; (iiB) the name of the holder of such Company Equity AwardOption; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (ivC) the number of shares of Company Common Stock subject to such Company Equity AwardOption; (vD) the per share exercise price (if any) of such Company Equity AwardOption; (viE) the date on which such Company Option was granted; (F) the applicable vesting schedule (including a description of any acceleration provisions)schedule, and the extent to which such Company Equity Award Option is vested and exercisable, if applicable; (viiG) the date on which such Company Equity Award was grantedOption expires; and (viiiH) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were Options may be, or have been, granted by the Company, and the forms of all stock option agreements evidencing such Company Equity AwardsOptions. No Company Option has been granted to any Person since December 17, 2010, until the date of this Agreement. The exercise price of each Company Option is not no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All ; all grants of Company Equity Awards Options were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, and no such grants involved any “back dating,” “forward 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 the Company other than as set forth in Part 3.3(b) and (c) of the Symyx CorporationsDisclosure Schedule. Each No shares of Company Equity Award Restricted Stock are outstanding. (c) As of the date of this Agreement, 246,916 shares of Company Common Stock are subject to issuance pursuant to Company Restricted Stock Units. Part 3.3(c) of the Disclosure Schedule sets forth with respect to each Company Restricted Stock Unit outstanding as of December 17, 2010, the following information: (i) the particular plan pursuant to which such Company Restricted Stock Unit was granted; (ii) the name of the holder of such Company Restricted Stock Unit; (iii) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit; (iv) the date on which such Company Restricted Stock Unit was granted; (v) the applicable vesting and settlement and/or delivery schedule for such Company Restricted Stock Unit, whether the vesting is time or performance based, and the extent to which such Company Restricted Stock Unit is vested and/or has settled; and (vi) the date on which such Company Restricted Stock Unit expires. No Company Restricted Stock Unit has been granted to any Person since December 17, 2010, until the date of this Agreement. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any Company Restricted Stock Units may be, or have been, granted by the Company, and the forms of all restricted stock unit agreements evidencing such Company Restricted Stock Units. The base appreciation amount of each Company Restricted Stock Unit is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Restricted Stock Unit. All grants of Company Restricted Stock Units were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the terms effective date of grant (whether intentionally or otherwise). (d) As of the date of this Agreement, 668,711 shares of Company Employee Plan Common Stock are subject to issuance pursuant to Company Warrants. Part 3.3(d) of the Disclosure Schedule sets forth with respect to each Company Warrant outstanding as of the date of this Agreement the following information: (A) the name of the holder of such Company Warrant; (B) the number of shares of Company Capital Stock subject to such Company Warrant; (C) the per share exercise price (if any) of such Company Warrant; (D) the date on which such Company Warrant was granted; (E) the applicable vesting schedule, if any, and the extent to which such Company Warrant is vested and exercisable; and (F) the date on which such Company Warrant expires. The Company has Made Available to Parent accurate and complete copies of all Company Warrants and all related agreements. All grants of Company Warrants were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents in accordance with GAAP. (e) Except as set forth in Sections 2.3(athis Section 3.3 and Parts 3.3(b), 3.3(c) and 2.3(c)3.3(d) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock or other securities of any of the Symyx CorporationsCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of any of the Symyx CorporationsCompany; or (iii) stockholder shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Corporations Company is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (f) All outstanding shares of Company Common Capital Stock, and all Company Equity Awards Options, Company Warrants and other securities of the Symyx Corporations, Company have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 100,000,000 shares of Company Common Stock, of which 34,791,879 23,205,154 shares have been (including 462,949 shares of Company Restricted Stock) are issued and are outstanding as of the date of this Agreement; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, par value $0.001 per share, of which no shares have been are issued or are outstanding. The Company holds 7,690,651 shares of Company Common Stock in its treasury, and none of the Company Subsidiaries holds or has held any shares of the Company’s capital stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Company 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 Company Common Stock. None of the Symyx Acquired Corporations is under any obligation, or is bound by any Contract pursuant to under which it is or may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. Part 3.3(a)(ii) of the Company’s right Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (whether such shares were issued pursuant to the exercise of the Company upon termination of such employee’s employment Options or upon any other forfeiture of a vesting conditionotherwise). (cb) As of the date of this Agreement: (i) 3,655,668 549,017 shares of Company Common Stock are subject to issuance pursuant to Company OptionsOptions (whether granted and outstanding under the Company Option Plans or otherwise); and (ii) 1,879,110 602,819 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); (iii. Part 3.3(b)(i) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that Disclosure Schedule sets forth the following information with respect to each Company Equity Award Option outstanding as of the date of this Agreement the following informationAgreement: (iA) the particular Company Option Plan or non-plan (if any) arrangement pursuant to which such Company Equity Award Option was granted, if applicable; (iiB) the name of the holder of such Company Equity Awardoptionee; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (ivC) the number of shares of Company Common Stock subject to such Company Equity AwardOption; (vD) the per share exercise price (if any) of such Company Equity AwardOption; (viE) the date on which such Company Option was granted; (F) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (G) the applicable vesting schedule (including a description of any acceleration provisions)schedule, and the extent to which such Company Equity Award Option is vested and exercisable, if applicableexercisable as of the date of this Agreement; and (viiH) the date on which such Company Equity Award Option expires. Each grant of a Company Option was granted; (viii) duly authorized no later than the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether the grant of such Company Option is intended was by its terms to be an effective (the “incentive stock option” Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (as defined in the Code) or a non-qualified stock option; duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (xif any) if was duly executed by the Company and delivered to the recipient, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company Equity Award is and all other applicable Legal Requirements in all material respects, and the form per share exercise price of each Company RSUs, Option (other than options issued pursuant to the dates on which shares ESPP) was equal to the fair market value of a share of Company Common Stock are scheduled to be delivered, if different from on the applicable vesting scheduleGrant Date. The Company has Made Available to Parent accurate and complete copies of all equity stock option and equity-based compensation plans under which any award remains outstanding or is subject to and the accompanying forms of equity-based award agreements evidencing such options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) issuable under such plans. As of the date of this Agreement, 462,949 shares of Company Restricted Stock are issued and outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which any outstanding such share of Company Equity Awards were granted Restricted Stock was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Restricted Stock held by such holder; (4) the Companydate on which such Company Restricted Stock was issued; and (5) the applicable vesting schedule, and the forms of all agreements evidencing extent to which such Company Equity AwardsRestricted Stock is vested as of the date of this Agreement. The exercise price As of each the date of this Agreement, Company Option is not less than the fair market value of a share Restricted Stock Units covering 2,349 shares of Company Common Stock are issued and outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as determined on of the date of grant of this Agreement: (u) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option. All grants Restricted Stock Unit was issued, if applicable; (v) an identifying grant number; (w) the number of shares of Company Equity Awards were recorded Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (x) the date on which such Company Restricted Stock Unit was granted; and (y) the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAPapplicable vesting schedule, and no the extent to which such grants involved any “back dating” or similar practices with respect to Company Restricted Stock Unit is vested as of 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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable theretothis Agreement. (ec) Except as set forth in Sections 2.3(aPart 3.3(b) and 2.3(c)of the Disclosure Schedule, as of the date of this Agreement, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (fd) All outstanding shares of Company Common Stock, Company Options, Company Restricted Stock Units and all Company Equity Awards other equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Symyx Corporations, Acquired Corporations have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (ge) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 125,000,000 shares of Company Common Stock, of which 34,791,879 7,259,236 shares have been are issued and are outstanding as of the date of this AgreementReference Date; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares have been of Company Preferred Stock are issued or are outstandingoutstanding as of the Reference Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations Tetraphase Companies (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightright pursuant to any certificate of incorporation (or similar organizational document) or Contract to which any Tetraphase Company or, to the Company’s knowledge, to which any stockholder of the Company, is a party; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company 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 Company Common Stock. None of the Symyx Corporations is under any obligation, or Tetraphase Companies is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the date of this AgreementReference Date: (i) 3,655,668 160,307 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 2,506 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Tetraphase 2014 Employee Stock Purchase Plan (the “Company ESPP”) and 0 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the Company ESPP (based on the fair market value of a share of Company Common Stock as of the trading date one (1) trading date prior to the date of this Agreement); (iii) 300,675 41,213 shares of Company Common Stock are subject to issuance upon vesting of grants of Company RSUs; (iv) 12,850 shares of Company Common Stock are subject to issuance upon vesting of grants of Company PRSUs; (v) 246,741 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards equity awards not yet granted under the Company Option Plans; and (vi) 11,478,477 shares of Company Common Stock are subject to issuance pursuant to Company Warrants. (d) The Part 2.3(d) of the Company has Made Available to Parent Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement Reference Date the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, Company PRSU or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viiivii) the date on which such Company Equity Award expires (if applicable); and (ixviii) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, including any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, and to the knowledge of the Company, 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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable theretoTetraphase Companies. (e) Part 2.3(e) of the Company Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Warrant outstanding as of the Reference Date the following information: (i) the name of the holder of such Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the per share exercise price of such Company Warrant; and (iv) the date on which such Company Warrant expires. (f) Except as set forth in Sections 2.3(a), 2.3(c) and 2.3(cor 2.3(d), as of the Reference Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx CorporationsTetraphase Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx CorporationsTetraphase Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Corporations Tetraphase Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (fg) All outstanding shares of Company Common Stock, and all options and other Company Equity Awards and other securities of the Symyx CorporationsTetraphase Companies, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (gh) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws or any Company Permitted Encumbrances).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 300,000,000 shares of Company Common Stock, of which 34,791,879 20,713,395 shares have been were issued and are outstanding as of the date of this AgreementOctober 7, 2005; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares have been are issued or are outstanding. As of October 7, 2005, (A) 2,750,664 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Options issued pursuant to the Company Option Plans and (B) 71,236 shares of Company Common Stock were reserved for issuance in accordance with the Company ESPP. The Company does not hold any shares of its capital stock in its treasury. There are no outstanding stock appreciation rights, equity equivalents or phantom stock with respect to the capital stock of the Company. (b) Part 2.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option and warrant exercisable for capital stock of the Company outstanding as of the date of this Agreement: (i) the name of the optionee or warrantholder; (ii) the particular plan or agreement pursuant to which such Company Option or warrant exercisable for capital stock of the Company was granted; (iii) the number of shares of Company Common Stock subject to such Company Option or such warrant; and (iv) the exercise price of such Company Option or such warrant. (c) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii. Except as set forth in Part 2.2(c) of the Company Disclosure Schedule, there is no Company Contract currently in effect 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 Company Common Stock. None Except as set forth in Part 2.2(c) of the Symyx Corporations Company Disclosure Schedule, the Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire recover restricted shares of Company Common Stock held by an employee of the a Company Employee upon termination of such employeeCompany Employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the date of this Agreement: (i) 3,655,668 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting scheduleemployment. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a Each share of Company Common Stock as determined on that may be issued pursuant to any Company Option Plan, when issued, upon the date receipt of grant of the consideration set forth in such Company OptionOption Plan and related agreements, if applicable, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in Except for options and shares granted pursuant to the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, Option Plans 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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable thereto. (e) Except ESPP and as set forth in Sections 2.3(aParts 2.2(b) and 2.3(c)or 2.2(c) of the Company Disclosure Schedule, there is no: (i) outstanding subscriptionare no securities, optionoptions, callwarrants, warrant calls, rights, commitments, agreements, arrangements or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities undertakings of any of kind to which the Symyx Corporations; (ii) outstanding security, instrument Company or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Corporations; (iii) stockholder rights plan (its Subsidiaries is a party or similar plan commonly referred to as a “poison pill”) or Contract under by which any of them is bound obligating the Symyx Corporations is Company or may become obligated any of its Subsidiaries to issue, deliver or sell or otherwise issue any shares of its capital stock create, or any other securities; cause to be issued, delivered or (iv) condition sold 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 created, additional shares of capital stock or other voting or equity securities or interests of the Company or of any of Subsidiary or obligating the Symyx Corporations. (f) All outstanding shares of Company Common Stockor any Subsidiary to issue, and all Company Equity Awards and other securities of grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking or relating to the Symyx Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares voting of capital stock of each or equity securities or interests of the Company’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 Company, free and clear of Company or any EncumbrancesSubsidiary.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) 60,000,000 1,200,000 shares of Company Common Stock, of which 34,791,879 1,000,000 shares have been issued and are outstanding as of the date of this Agreement; . All of the Company Common Stock is owned, beneficially and (ii) 10,000,000 shares of Company Preferred Stockrecord, of which no shares have been issued or are outstandingonly as set forth on Schedule 2.3 hereof. All of the outstanding shares of Company Common Stock have been and, as of the Effective Time, will be duly authorized and validly issued, and are fully paid and nonassessable. None As of the Symyx Corporations (other than the Company) holds any date of this Agreement, there are no shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) held in treasury by the Company. Except as set forth in Part 2.3(b2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the CompanyCompany or any other Person; and (iii) there is no Company 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 Company Common Stock. None Upon consummation of the Symyx Corporations is under Merger, (A) the shares of Parent Common Stock issued in exchange for any obligation, or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which it may the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become obligatedsubject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. The Company is not under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted Stock. No shares of Company Common Stock held by an employee outstanding on the date of this Agreement are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting conditionCompany. (cB) As of the date of this Agreement: (i) 3,655,668 164,127 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 shares of outstanding options to purchase Company Common Stock are reserved for future issuance pursuant to (collectively, the 1999 Employee Stock Purchase Plan (the “Company ESPP”"COMPANY OPTIONS"); (iii) 300,675 , 38,201 shares of Company Common Stock which are reserved for future subject to issuance pursuant to Company RSUs; Options that are vested (assuming and (ivafter giving effect to the consummation of the Merger). Part 2.3(b)(i) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that Disclosure Schedule sets forth the following information with respect to each Company Equity Award Option outstanding as of the date of this Agreement the following informationAgreement: (i) the particular plan (if any) pursuant to which such Company Equity Award Option was granted; (ii) the name of the holder of such Company Equity Awardoptionee; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity AwardOption; (iv) the exercise price of such Company Option; (v) the per share exercise price (if any) of date upon which such Company Equity AwardOption was granted; and (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award Option is vested and exercisable, if applicable; (vii) exercisable as of the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedulethis Agreement. The Company has Made Available delivered to Parent accurate and complete copies of all equity stock option plans pursuant to which any outstanding the Company Equity Awards were has ever granted by the Company, stock options and the forms form of all stock option agreements evidencing such Company Equity Awardsoptions. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock Except as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes theretoset forth in Part 2.3(b)(ii) contained in the Company SEC Documents (as defined in Section 2.4(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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable theretoDisclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger or otherwise. (eC) Except as set forth in Sections 2.3(aPart 2.3(c) and 2.3(c), of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx CorporationsCompany from the Company or from the Principal Shareholder; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx CorporationsCompany; (iii) stockholder shareholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which any of the Symyx Corporations Company 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 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 from the Company or the Principal Shareholder any shares of capital stock or other securities of any of the Symyx CorporationsCompany. (fD) All outstanding shares of Company Common Stock, Stock and all outstanding Company Equity Awards and other securities of the Symyx Corporations, Options 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. (g) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 100,000,000 shares of Company Common Stock, of which 34,791,879 53,784,256 shares have been issued and are outstanding as of the date of this Agreement, and of which 3,066,726 have been issued and are held as treasury shares as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, $0.001 par value per share, of which no shares have been are issued or are and outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any There are no shares of Company Common Stock or held by any rights to acquire shares of Company Common Stock. (b) the other Acquired Corporations. Except as set forth in Part 2.3(b2.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Acquired Corporation 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 Company Common Stock. None of the Symyx Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. Part 2.3(a)(iii) of the Company’s right Company Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (whether such shares were issued pursuant to the exercise of the Company upon termination of such employee’s employment Options or upon any other forfeiture of a vesting conditionotherwise). (cb) As of the date of this Agreement: (i) 3,655,668 1,370,350 shares of Company Common Stock are subject to issuance pursuant to Company Optionsissuable upon the exercise of stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (ii) 1,879,110 4,461,032 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 1999 Equity Incentive Plan; (iii) 3,233,535 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 2000 Non-Officer Stock Plan; (iv) 1,916,833 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Gui▇▇.▇▇▇, ▇nc. Stock Option Plan assumed by the Company in connection with its acquisition of Gui▇▇.▇▇▇, ▇nc.; and (v) 1,662,500 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the “Company "ESPP”"); . (iii) 300,675 Options to purchase shares of Company Common Stock are reserved for future issuance (whether granted by the Company pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company's stock option plans, assumed by the Company Option Plansin connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "Company Options. (d") The Part 2.3(b) of the Company has Made Available to Parent a complete and accurate list that Disclosure Schedule sets forth the following information with respect to each Company Equity Award Option outstanding as of the date of this Agreement the following informationAgreement: (i) the particular plan (if any) pursuant to which such Company Equity Award Option was granted; (ii) the name of the holder of such Company Equity Awardoptionee; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity AwardOption; (iv) the exercise price of such Company Option; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award Option was granted; (viii) the date on which such Company Equity Award expires (if applicablevi); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable thereto. (e) Except as set forth in Sections 2.3(a) and 2.3(c), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (f) All outstanding shares of Company Common Stock, and all Company Equity Awards and other securities of the Symyx Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of the Company’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 Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 200,000,000 shares of Company Common Stock, of which 34,791,879 25,129,693 shares have been are issued and are outstanding as of the day preceding the date of this Agreement; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, par value $0.001 per share, of which no shares have been are issued or are outstanding. The Company holds 5,623,178 shares of Company Common Stock in its treasury, and none of the Company Subsidiaries holds or has held any shares of the Company's capital stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Company 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 Company Common Stock. None of the Symyx Acquired Corporations is under any obligation, or is bound by any Contract pursuant to under which it is or may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. Part 3.3(a)(ii) of the Company’s right Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (whether such shares were issued pursuant to the exercise of the Company upon termination of such employee’s employment Options or upon any other forfeiture of a vesting conditionotherwise). (cb) As of the day preceding the date of this Agreement: (i) 3,655,668 5,749,493 shares of Company Common Stock are subject to issuance pursuant to outstanding Company OptionsOptions (whether granted and outstanding under the Company Plans or otherwise); (ii) 1,879,110 820,401 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Restricted Stock Units (whether granted and outstanding under the Company Plans or otherwise); and (iii) 2,892,807 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Company's 2004 Employee Stock Purchase Plan (the “Company ESPP”); . Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (iiithe “Grant Date”) 300,675 shares by all necessary corporate action, including, as applicable, approval by the board of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares directors of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (dor a duly constituted and authorized committee thereof) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as any required stockholder approval by the necessary number of votes or written consents, and the date of this Agreement the following information: (i) the particular plan award agreement governing such grant (if any) pursuant was duly executed by the Company and delivered to which the recipient, each such Company Equity Award grant was granted; (ii) made in accordance with the name terms of the holder applicable compensation plan or arrangement of such the Company Equity Award; (iii) the type of Company Equity Award (whether a Company Optionand all other applicable Legal Requirements in all material respects, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) and the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date (as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(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 Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the applicable Company Employee Plan applicable theretoPlans and Section 409A of the Code) The Company has Made Available to Parent true, correct and complete copies of all stock option and equity-based compensation plans under which any award remains outstanding or is subject to and the accompanying forms of equity-based award agreements evidencing such options, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) issuable under such plans. As of the day preceding the date of this Agreement, the Company has no other shares of Company Common Stock or Company Preferred Stock reserved for issuance or otherwise subject to issuance, except as provided in this Section 3.3(b). (ec) Part 3.3(c) of the Disclosure Schedule sets forth with respect to each of the Company Options and Company Restricted Stock Units, as of the day preceding the date of this Agreement: (A) the date of grant of such award; (B) the vesting and/or exercisability schedule applicable to such award, including any special provisions for vesting/exercisability in exceptional circumstances; (C) if applicable, the exercise or purchase price for such award; (D) the number of outstanding, unvested Company Options; (E) if applicable, the expiration date for such award; (F) the jurisdiction in which the holder of the award resides works and the jurisdiction in which the holder is employee, if different (which information in this subsection (F) can be provided no later than two days following the date hereof), and (G) in the case of Company Options, whether or not such Company Stock Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code or as a qualified option under any tax-qualified regime in any non-U.S. jurisdiction. Except as set forth in Sections 2.3(aon Part 3.3(c) and 2.3(c)of the Disclosure Schedule, as of the day preceding the date of this Agreement, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (fd) All outstanding shares of Company Common Stock, Stock and all outstanding Company Equity Awards Options, Company Restricted Stock Units and other equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Symyx Corporations, Acquired Corporations have been issued and granted in compliance in all material respects with: (i) all applicable securities laws Legal Requirements and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (ge) All of the outstanding shares of capital stock of each of the Company’s 's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights of participation or similar rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances. None of the outstanding capital stock of each of the Company Subsidiaries is subject to any right of first refusal in favor of such Company Subsidiary. There is no Company 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 capital stock of any of the Company Subsidiaries. None of the Company Subsidiaries is bound by any Contract under which it is or may become obligated, to repurchase, redeem or otherwise acquire any outstanding capital stock of any Company Subsidiary.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 60,000,000 100,000,000 shares of Company Common Stock, of which 34,791,879 53,784,256 shares have been issued and are outstanding as of the date of this Agreement, and of which 3,066,726 have been issued and are held as treasury shares as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, $0.001 par value per share, of which no shares have been are issued or are and outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any There are no shares of Company Common Stock or held by any rights to acquire shares of Company Common Stock. (b) the other Acquired Corporations. Except as set forth in Part 2.3(b2.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Acquired Corporation 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 Company Common Stock. None of the Symyx Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for Stock. Part 2.3(a)(iii) of the Company’s right Company Disclosure Schedule describes all repurchase rights held by the Company with respect to repurchase or reacquire restricted shares of Company Common Stock held by an employee (whether such shares were issued pursuant to the exercise of the Company upon termination of such employee’s employment Options or upon any other forfeiture of a vesting conditionotherwise). (cb) As of the date of this Agreement: (i) 3,655,668 1,370,350 shares of Company Common Stock are subject to issuance pursuant to Company Optionsissuable upon the exercise of stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (ii) 1,879,110 4,461,032 shares of Company Common Stock are reserved issuable upon the exercise of stock options granted and outstanding under the Company's 1999 Equity Incentive Plan; (iii) 3,233,535 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 2000 Non-Officer Stock Plan; (iv) 1,916,833 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Guild.com, Inc. Stock Option Plan assumed by the Company in connection ▇▇▇▇ ▇▇▇ acquisition of Guild.com, Inc.; and (v) 1,662,500 shares of Company Common Stock are ▇▇▇▇▇▇▇▇ for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the “Company "ESPP”"); . (iii) 300,675 Options to purchase shares of Company Common Stock are reserved for future issuance (whether granted by the Company pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company's stock option plans, assumed by the Company Option Plansin connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "Company Options. (d") The Part 2.3(b) of the Company has Made Available to Parent a complete and accurate list that Disclosure Schedule sets forth the following information with respect to each Company Equity Award Option outstanding as of the date of this Agreement the following informationAgreement: (i) the particular plan (if any) pursuant to which such Company Equity Award Option was granted; (ii) the name of the holder of such Company Equity Awardoptionee; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity AwardOption; (iv) the exercise price of such Company Option; (v) the per share exercise price (if any) of date on which such Company Equity AwardOption was granted; (vi) the applicable vesting schedule (including a description of any acceleration provisions)schedule, and the extent to which such Company Equity Award Option is vested and exercisable, if applicableexercisable as of the date of this Agreement; and (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting scheduleexpires. The Company has Made Available delivered to Parent accurate and complete copies of all equity stock option plans pursuant to which any outstanding Company Equity Awards were of the Acquired Corporations has ever granted by the Companystock options, and the forms of all stock option agreements evidencing such Company Equity Awards. The exercise price options. (c) As of each Company Option is not less than the fair market value date of a share this Agreement, 928,636 shares of Company Common Stock are reserved for issuance pursuant to Company Warrants. Part 2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding as determined on of the date of grant this Agreement: (i) the name of the holder of such Company Option. All grants Warrant; (ii) the number of shares of Company Equity Awards were recorded Common Stock subject to such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAPapplicable vesting schedule, and no the extent to which such grants involved any “back dating” or similar practices with respect to Company Warrant is vested and exercisable as of the effective date of grant this Agreement; and (whether intentionally or otherwise)vi) the date on which such Company Warrant expires. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect The Company has delivered to any Parent accurate and complete copies of the Symyx Corporations. Each all Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable theretoWarrants. (ed) Except as set forth in Sections 2.3(aPart 2.3(b) and or Part 2.3(c)) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which any of the Symyx Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations. (fe) All outstanding shares of Company Common Stock, and all Company Equity Awards options, warrants and other securities of the Symyx Corporations, Acquired 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. All shares of Company Common Stock, options, warrants and other securities of the Acquired Corporations repurchased or redeemed by any of the Acquired Corporations have been repurchased or redeemed in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (gf) All of the outstanding shares of capital stock of each of the Company’s '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 Company, free and clear of any Encumbrances. (g) The board of directors and the stockholders of the Company have duly approved the October Reverse Stock Split.