Common use of Capitalization; Debt Schedule Clause in Contracts

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, the Company has no material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreementsplans, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsDebenture and Warrant) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debenture and exercise of the Warrants, Warrant is set forth on Schedule 3.5 hereto. All issued and of such outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, no shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, as of the date of this Agreement and as of the date of such Closing, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, the Company has no material identifies all currently outstanding Debt outstanding as of the date hereofCompany, all of which constitutes Subordinated Debt.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreementsplans, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debentures and exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and of such outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company owns all of the capital stock of each Subsidiary, which capital stock is validly issued, fully paid and non-assessable, and no shares of the capital stock of the Company were issued in violation or any of its Subsidiaries are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, as of the date of this Agreement and as of the Closing Date, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt outstanding as of the date hereofhereof exceeding $250,000.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Shares and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, been validly issued, issued and are fully paid and non-assessable, and all shares of capital stock issued by any Subsidiary and held by the Company have been validly issued and are fully paid and non-assessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on set forth or Schedule 3.5 or as contemplated herein3.7, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of the Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, the Company or a Wholly-Owned Subsidiary owns all of the capital stock of each Wholly-Owned Subsidiary. Except as described on Schedule 3.5 hereto, neither the Company nor any of the Subsidiaries has no any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company (i) as of the date hereofof this Agreement and (ii) on a pro forma basis after giving effect to the sale of the Securities hereunder, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Notes and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Notes and exercise of the Warrants, is set forth on Schedule 3.5 4.6 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 4.6 hereto, the Company or a Subsidiary owns all of the capital stock of each Subsidiary, which capital stock is validly issued, fully paid and, where applicable as a legal concept, non-assessable, and no shares of the capital stock of the Company were issued in violation or any of the Subsidiaries are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 4.6 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of the Subsidiaries, or arrangements by which the Company or any of the Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of the Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, 4.6 identifies all Debt of the Company has no material Debt and the Subsidiaries currently outstanding in excess of $50,000 individually or in the aggregate as of the date hereofExecution Date. Except as set forth on Schedule 4.6, no Debt of the Company is senior to or ranks pari passu with this Note in right of payment, whether with respect of payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, the Company has no material Debt outstanding as of the date hereof. Except as described on Schedule 3.5 hereto, the Company’s shares of the capital stock of Lumera Corporation are held by the Company free and clear of all Liens.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, Warrants is set forth on Schedule 3.5 4.3 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 4.3, or as contemplated herein, as of the date of this Agreement and as of the date of the Closing, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 4.3 hereto, the Company has no material Debt short or long term Debt, including trade credit, in excess of $200.00, outstanding as of the date hereofhereof or as of the Closing.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debentures and exercise of the Series A Warrants, is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company or a Company Subsidiary owns all of the capital stock of each Company Subsidiary, which capital stock is validly issued, fully paid and non-assessable, and no shares of the capital stock of the Company were issued in violation or any of its Subsidiaries are subject to preemptive rights or any other similar rights of security holders the shareholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt and its Subsidiaries currently outstanding in excess of $100,000 as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreementsplans, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsDebentures) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise conversion of the Warrants, Debentures is set forth on Schedule 3.5 hereto. All issued and of such outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any Liens liens or encumbrances created by or through the Company. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company (whether pursuant to anti-dilution, “reset” or other similar provisions)any of its Subsidiaries. Except as described on Schedule 3.5 hereto, the Company has no material sets forth a description of all outstanding Debt outstanding as of the date hereofCompany.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreementsplans, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and the Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Closing Debentures and upon exercise of the Warrants, Closing Warrant is set forth on Schedule 3.5 hereto. All issued and of such outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, the Company has no material identifies all currently outstanding Debt outstanding as of the date hereofCompany, all of which constitutes Subordinated Debt.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsWarrant) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, Warrant is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessablenonassessable and, except as set forth on Schedule 3.5 hereto, all shares of capital stock and other ownership interests issued by any Subsidiary have been validly issued, fully paid and nonassessable, free and clear of all Liens other than Permitted Liens. All outstanding shares of capital stock of the Company were issued, sold and delivered in full compliance with all applicable Federal and state securities laws. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed set forth on Schedule 3.5 or as contemplated herein3.5, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock (or other ownership interests) of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as disclosed on Schedule 3.5 hereto, the Company or a Subsidiary of the Company owns all of the capital stock of each Subsidiary of the Company. Except as described on Schedule 3.5 hereto, neither the Company nor any of its Subsidiaries has no any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofExecution Date, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Series B Preferred Shares and exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessable, and all shares of capital stock issued by any Subsidiary have been validly issued, fully paid and non-assessable, free and clear of all Liens other than Permitted Liens. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on set forth or Schedule 3.5 or as contemplated herein3.5, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of the Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, neither the Company nor any of the Subsidiaries has no any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the ----------------------------- Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital ------------ stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessable, and all shares of capital stock issued by any wholly-owned subsidiary of the Company have been validly issued, fully paid and non-assessable, free and clear of all Liens other than Permitted Liens. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on set forth or Schedule 3.5 or as contemplated herein3.5, ------------ there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its wholly-owned subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 ------------ hereto, neither the Company nor any of its wholly-owned subsidiaries has no any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debentures and exercise of the Warrants, is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company or a Company Subsidiary owns all of the capital stock of each Company Subsidiary, which capital stock is validly issued, fully paid and, where applicable as a legal concept, non-assessable, and no shares of the capital stock of the Company were issued in violation or any of its Subsidiaries are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Subsidiary or, except in connection with the Nortel Secured Debt, any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt and its Subsidiaries currently outstanding in excess of $250,000 as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofof this Agreement, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debentures and exercise of the Warrants, is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company or a Subsidiary owns all of the capital stock of each Subsidiary, which capital stock is validly issued, fully paid and, where applicable as a legal concept, non-assessable, and no shares of the capital stock of the Company were issued in violation or any of the Subsidiaries are subject to preemptive rights or any other similar rights of security holders the shareholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of the Subsidiaries, or arrangements by which the Company or any of the Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of the Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt and the Subsidiaries currently outstanding in excess of $100,000 individually or in the aggregate as of the date hereofExecution Date.

Capitalization; Debt Schedule. The capitalization of the ----------------------------- Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsSecurities) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital ------------ stock of the Company have been, or upon issuance will be, been validly issued, fully paid and non-assessable, and all shares of capital stock issued by any Subsidiary have been validly issued, fully paid and non-assessable, free and clear of all Liens other than Permitted Liens. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on set forth or Schedule 3.5 or as contemplated herein3.5, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, ------------ options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of the Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, neither the Company ------------ nor any of the Subsidiaries has no any material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company ------------------------------- as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Preferred Stock and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Preferred Stock and exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and of such outstanding ------------ shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, as of the date of this Agreement and ------------ as of the date of the Closing, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions). Except as described on Schedule 3.5 hereto, the The Company has no material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreementsplans, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debentures and exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and of such outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company owns all of the capital stock of each Company Subsidiary, which capital stock is validly issued, fully paid and non-assessable, and no shares of the capital stock of the Company were issued in violation or any of its Subsidiaries are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, as of the Execution Date and as of the Closing Date, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt and it Subsidiaries currently outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreementsplans, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Debentures and exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and of such outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company owns all of the capital stock of each Company Subsidiary, which capital stock is validly issued, fully paid and non-assessable, and no shares of the capital stock of the Company were issued in violation or any of its Subsidiaries are subject to preemptive rights or any other similar rights of security holders the stockholders of the Company or any such Subsidiary or any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 3.5, or as contemplated herein, as of the date of this Agreement and as of the date of the closing, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt and it Subsidiaries currently outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s 's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsPurchased Securities) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, Warrants is set forth on Schedule SCHEDULE 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will bebeen duly authorized, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of are subject to preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except for Raptor Networks Technology, Inc., a California corporation ("CA SUB"), the Company has no Subsidiaries. All of the issued and outstanding shares of capital stock of CA Sub are held of record and beneficially by the Company, free and clear of any options, warrants, rights, contracts, calls, commitments, demands, and Liens created by or through CA Sub. Except as disclosed on Schedule 3.5 SCHEDULE 3.5, or as contemplated herein, as of the date of this Agreement and as of the date of the Closing, there are (a) no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, Company or any of its Subsidiaries; (b) no obligations or arrangements (contingent or otherwise) by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “"reset” " or other similar provisions)) or securities or rights convertible into or exercisable or exchangeable for any share of capital stock of the Company or any of its Subsidiaries; (c) no obligations or arrangements of the Company or any of its Subsidiaries (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof; (d) no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company or any of its Subsidiaries; and (e) no persons entitled to any preemptive or similar right with respect to the issuance of any capital stock of the Company or any of its Subsidiaries. Except as described on Schedule SCHEDULE 3.5 hereto, the Company has no material Debt outstanding as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company Issuer as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the CompanyIssuer’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the WarrantsShares) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, is set forth on Schedule 3.5 2.2(d) hereto. All issued and outstanding shares of capital stock of the Company Issuer have been, or upon issuance will be, been validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of Issuer are subject to preemptive rights or any other similar rights of security holders of the Company Issuer or any Liens created by or through the CompanyIssuer. Except as disclosed on Schedule 3.5 2.2(d), or as contemplated herein, as of the date of this Agreement and as of the date of the Closing, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyIssuer or any of its Subsidiaries, or arrangements by which the Company Issuer or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company Issuer or any of its Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 2.2(d) hereto, the Company Issuer has no material Debt short or long term Debt, including trade credit, in excess of $200.00, outstanding as of the date hereofhereof or as of the Closing.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereofCompany, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures and the Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, Warrants is set forth on Schedule 3.5 hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No Except as disclosed on Schedule 3.5 hereto, the Company or a Company Subsidiary owns all of the capital stock of each Company Subsidiary, which capital stock is validly issued, fully paid and, where applicable as a legal concept, non-assessable, and no shares of the capital stock of the Company were issued in violation or any of its Subsidiaries are subject to preemptive rights (other than those preemptive rights granted to the Investors by the Company) or any other similar rights of security holders the stockholders of the Company or any such Subsidiary or, except in connection with the Nortel Secured Debt, any Liens created by or through the CompanyCompany or any such Subsidiary. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described on Schedule 3.5 hereto, identifies all Debt of the Company has no material Debt and its Subsidiaries currently outstanding in excess of $250,000 as of the date hereof.

Capitalization; Debt Schedule. The capitalization of the Company as of the date hereof, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon exercise of the Warrants, is set forth on Schedule 3.5 3.1(h) hereto. All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of the capital stock of the Company were issued in violation of preemptive rights or any other similar rights of security holders of the Company or any Liens created by or through the Company. Except as disclosed on Schedule 3.5 3.1(h) or as contemplated herein, there are no outstanding preemptive rights, rights of first refusal, shareholder rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become (as a result of the transactions contemplated hereby or the other Transaction Documents or otherwise) bound to issue additional shares of capital stock of the Company (whether pursuant to anti-dilution, “reset” or other similar provisions). Except as described set forth on Schedule 3.5 hereto3.1(h), the issuance and sale of the Securities will not result in a right of any holder of outstanding securities of the Company to adjust the exercise, conversion, exchange or reset price under any outstanding securities. None of the 2011 Investors or 2013 Investors (other than parties to this Agreement) have any preemptive or participation rights pursuant to the Amended and Restated Prior Agreements, and no such rights are applicable to the transactions contemplated by this Agreement. Immediately following the Closing, the Company has no material Debt outstanding as shall have issued and sold to NEA at least a majority of the date hereofSecurities the Company is permitted to issue under this Agreement. The Company believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of the Company, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.