Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares of preferred stock, $.001 par value, none of which are outstanding. 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, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in 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 the Company or any other Acquired Corporation; (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 the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 twenty-five million (25,000,000) shares of Company Common Stock, $.001 .005 par valuevalue per share, of which, as of October 30August 31, 19971998, 10,258,091 8,076,404 shares were (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) 5,000,000 five hundred thousand (500,000) shares of preferred stock, $.001 1.00 par valuevalue per share, none of which no shares are outstandingoutstanding as of the date of this Agreement. 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, there are no 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: . (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any other securities of any Acquired CorporationStock. (b) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the October 30, 1997: (iamount subject to options outstanding as of the date of this Agreement) 843,149 shares of Company Common Stock are reserved for future subject to issuance pursuant to stock outstanding options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of to purchase Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option PlanStock. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan Company's stock option plans are referred to in this Agreement as "Company Options.") The Part 2.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this AgreementAugust 31, 1998: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exerciseexercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options and the form of all stock option agreements evidencing such options. 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. (1c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants"). Part 2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such warrantwarrant holder; (2ii) the number of shares of Company Common Stock subject to such warrantCompany Warrant; (3iii) the exercise price of such warrantCompany Warrant; (4iv) the date on which such warrant Company Warrant was issuedgranted; (5v) the conditions, if any, limiting exercise applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of such warrant the date of this Agreement; and (6vii) the date on which such warrant Company Warrant expires. The Company has delivered to Parent an accurate and complete copy copies of each such warrantall agreements, certificates and other documents evidencing all warrants which the Company has ever granted. (cd) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) 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 the Company or any other Acquired CorporationCompany; (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 the Company or any other Acquired CorporationCompany; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompany. (de) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Warrants and all outstanding shares of capital stock of each subsidiary Subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (ef) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 175,000,000 shares of Company Common Stock, $.001 par value, of which, which 76,904,133 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 10,000,000 shares of preferred stockPreferred Stock, $.001 par valuevalue per share, (A) 170,000 shares of which have been designated "Series A Preferred Stock," none of which are outstandingoutstanding as of the date of this Agreement, (B) 230,000 shares of which have been designated "Series B Preferred Stock," none of which are outstanding as of the date of this Agreement and (C) 1,200,000 of which have been designated "Series B Junior Participating Preferred Stock," none of which are outstanding as of the date of this Agreement. 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. As of the date of this Agreement, there There are no shares of Company Common Stock held by any either of the other Acquired CorporationsCompany's Subsidiaries. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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 any of the Company; and (iii) there Acquired Corporations. There is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), ) any shares of Company Common Stock. None of the 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 any other securities of any Acquired CorporationStock. (b) As of the October 30, 1997date of this Agreement: (i) 843,149 all of the shares of the Company's Series B Junior Participating Preferred Stock are reserved for future issuance upon exercise of the rights (the "Rights") issued pursuant to the Rights Agreement, dated as of February 1, 1999 between the Company and American Stock Transfer & Trust Company, as Rights Agent (as amended by that certain Amendment to Rights Agreement, dated as of June 2, 1999, that certain Amendment to Rights Agreement, dated as of August 24, 2001, and that certain Amendment to Rights Agreement, dated as of July 30, 2002, the "Company Rights Agreement"); (ii) 10,953,922 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's Amended and Restated 1996 Stock Incentive Plan (the "Company Option Plan"); (iii) 58,040 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 1996 Employee Stock Purchase Plan (the "ESPP"); and (iiiiv) 118,000 2,300,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option CEO Incentive Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6v) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any 300,000 shares of the capital stock or other securities of the Company or any other Acquired Corporation; (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 the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.of

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 30,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued Stock and outstanding; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock. As of March 16, $.001 par value2001, none 12,353,818 shares of which Company Common Stock have been issued and are outstanding and no shares of the Company Preferred Stock have been issued and are outstanding. No shares of capital stock of the Company are held in the Company's treasury. 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, there There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany's Subsidiaries. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Constituent 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 any other securities of any Acquired CorporationStock. (b) As of the October 30March 16, 19972001: (i) 843,149 350,950 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Company 1992 Stock Option PlanPlan and options to acquire 56, 500 shares of Company Common Stock are outstanding; (ii) 125,995 303,501 shares of Company Common Stock are reserved for future issuance pursuant to stock options under the Company's 1995 Employee Company 1993 Stock Purchase Option Plan (the "ESPP")and options to acquire 5,875 shares of Company Common Stock are outstanding; and (iii) 118,000 107,750 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted under the Company 1994 Stock Option Plan and outstanding options to acquire 5,500 shares of Company Common Stock are outstanding; (iv) 85,633 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1995 Stock Option Plan and options to acquire 5,677 shares of Company Common Stock are outstanding; (v) 2,400,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1996 Incentive and Nonqualified Stock Option Plan and options to acquire 1,870,464 shares of Company Common Stock are outstanding; (vi) 150,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1997 Director Stock Option Plan and options to acquire 125,000 shares of Company Common Stock are outstanding; and (vii) 200,000 shares of Company Common Stock are reserved for issuance pursuant to the Company's 1995 Director Option Plan. 1996 Employee Stock Purchase Plan (the "Company ESPP") (Stock options granted by the Company pursuant to the 1994 Incentive Company Stock Option Plan and the 1995 Director Option Plan Plans or otherwise are referred to in this Agreement collectively herein as "Company Options.") The Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this AgreementMarch 16, 2001: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; (5vi) the conditions, if any, limiting exercise extent to which such Company Option is vested and exercisable as of such warrant the date of this Agreement; and (6vii) the date on which such warrant Company Option expires. The Company has delivered to Parent an accurate and complete copy copies of each all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such warrantoptions. The Merger and the transactions contemplated herein has not and will not result in the acceleration of the vesting schedule for any Company Options. (c) Except as set forth in the Company Disclosure Schedule Section 2.3(a) or (b) above, 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 Company or any other Acquired CorporationConstituent 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 Company or any other Acquired CorporationConstituent Corporations; (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company or any other Acquired Corporation is Constituent Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Constituent Corporations (items (i) through (iv) above, collectively, "Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteStock Rights"). (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Options and all outstanding shares of capital stock of each subsidiary Subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and and, except for directors' qualifying shares, are (other than Company Common Stock) 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) 50,000,000 shares of 18,000,000 Shares (including Company Common Stock, $.001 par valueRestricted Shares), of whichwhich 11,524,463 Shares were issued and outstanding and no Shares were issued and held in the treasury of the Company, in each case, as of October 30the close of business on February 4, 1997, 10,258,091 shares were issued and outstanding2015; and (ii) 5,000,000 1,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which are outstandingno shares were issued and outstanding (or held in treasury) as of the close of business on February 4, 2015. Between the close of business on February 4, 2015 and the date of this Agreement, the Company has not issued shares of capital stock or other securities of the Company, other than upon the exercise of Company Options or the vesting or settlement of Company Stock Awards, in each case, outstanding as of the close of business on February 4, 2015, pursuant to the terms of such Company Options or Company Stock Award. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. . (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, antidilutive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; (iv) there is no Acquired Corporation 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 StockShares. None of the 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 Shares or other Company Common Stock or any other securities of any Acquired Corporationsecurities. (bc) As of the October 30date of this Agreement, 1997: the Company has no shares of capital stock reserved for issuance, except for (i) 843,149 shares of Company Common Stock are reserved for future 515,721 Shares subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; Company Equity Plans, and (ii) 125,995 175,000 shares of Company Common Series B Preferred Stock are reserved for future subject to issuance under upon the Company's 1995 Employee Stock Purchase exercise of rights issued pursuant to the Shareholder Rights Plan (the "ESPP"); and (iii) 118,000 shares an indeterminate number of Company Common Stock are reserved for future Shares subject to issuance pursuant to stock options granted and outstanding the ESPP as of February 28, 2015, the end of the current offer period under the Company's 1995 Director Option PlanESPP. (Stock options granted by The Company has made available to Parent or Parent’s Representatives in the Data Room prior to the date of this Agreement true and complete copies of the ESPP and all Company Equity Plans covering the Company pursuant to the 1994 Incentive Stock Option Plan Options and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option Restricted Shares outstanding as of the date of this Agreement: , the forms of all stock award agreements evidencing such Company Options and Company Restricted Shares (i) and any other stock award agreements to the particular plan extent there are material variations from the form of agreement). Each outstanding Company Option was granted in compliance in all material respects with all applicable Law and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued. Part 3.3(c) of the Company Disclosure Schedule contains a correct and complete list of each outstanding Company Option and Company Stock Award as of the date of this Agreement, including the holder’s name, date of grant, exercise or purchase price (if applicable), number of Shares subject thereto, number of Shares subject thereto that have vested as of such date, vesting schedule, whether any Company Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), and the Company Equity Plan under which such Company Option and Company Stock Award was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (cd) All of the outstanding capital stock, ownership interests in and other securities of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Part 3.3(d) of the Company Disclosure Schedule, are owned, directly or indirectly, by the Company, free and clear of any Encumbrance. Except as set forth in Part 3.3(d) of the Company Disclosure Schedule, none of the Acquired Corporations owns any capital stock, ownership interests in or other securities of any Person, except for securities in another Acquired Corporation. (e) Except as set forth in Part 3.3(e) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Company or any other Acquired CorporationCorporations; (ii) outstanding security, instrument instrument, bond, debenture, note 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 Company Acquired Corporations or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue issue, or register, any shares of its capital stock or any other securities; or (iv. Except as set forth in Part 3.3(e) condition or circumstance that may reasonably give rise to or provide a basis of the Company Disclosure Schedule and except for the assertion of Voting Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which any Acquired Corporation is a claim by any Person party relating to the effect that such Person is entitled to acquire voting or receive disposition of any shares of the capital stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness granting to any Person or group of the Company outstanding having Persons the right to vote elect, or to designate or nominate for election, a director to the Board of Directors (or convertible into securities having the right to votesimilar governing body) on of any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All dividends or distributions on securities of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule that have been duly authorized and are validly issued, are fully declared on or prior to the date of this Agreement have been paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrancesin full.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value20,000,000 Shares, of which, which 6,531,774 Shares had been issued and were outstanding as of October 30September 7, 19972001, 10,258,091 shares were issued and outstandingnone of which are held by the Company in its treasury as of the date of this Agreement; and (ii) 5,000,000 500,000 shares of preferred stockPreferred Stock, $.001 0.10 par valuevalue per share, none of which no shares are outstandingoutstanding or are held by the Company in its treasury as of the date of this Agreement. The Company is not in violation of its certificate of incorporation or bylaws. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock Shares held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common StockShares. None of the 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 any other securities of any Acquired Corporation.Shares, (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan 707,542 Shares are subject to issuance pursuant to which such Company Option was grantedoutstanding options to purchase Shares or existing contractual obligations to issue shares; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject 692,458 Shares are reserved for future issuance pursuant to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in 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 the Company or any other Acquired Corporation; (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 the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 shares of Company Common Stock, $.001 par value, of which, which 14,846,090 shares have been issued and are outstanding as of October 30June 6, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 2000. The Company has not repurchased any shares of preferred stockits capital stock and does not hold any shares of its capital stock in its treasury, $.001 par value, none except for the repurchase of which are outstandingCommon Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. 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, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(i) 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 participation in future financings, right to maintain a percentage ownership position, first offer or any similar rightright created by the Company or imposed under applicable law with respect to capital stock of the Company; (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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common StockStock . None of the 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 any other securities of any Acquired CorporationStock. (b) As of the October 30June 6, 19972000: (i) 843,149 2,190,456 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock; (ii) 230,701 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 65,653 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to Warrants. Part 2.3(b) of the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; and (5vi) the conditionsapplicable vesting schedules (which applicable vesting schedule may be provided by means of a general description of the vesting schedules applicable to outstanding Company Options), if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of such warrant and (6) the date on which such warrant expiresof this Agreement. The Company has delivered to Parent an accurate and complete copy copies of all stock option plans pursuant to which the Company has ever granted stock options, the forms of all stock option agreements evidencing such options and the actual Change of Control Agreements with each employee of the Acquired Corporations who is a party to a Change of Control Agreement with the Acquired Corporations (the "Change of Control Agreements"). The Company has delivered to Parent accurate and complete copies of the Company Warrants. The exercise price of each such warrantCompany Warrant and each Company Option is set forth in Part 2.3(b) of the Company Disclosure Schedule. (c) Except as set forth in the Company Disclosure Schedule Section 2.3(b), as of June 6, 2000, there is was no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any other Acquired Corporation; (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 the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.acquire

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 200,000,000 shares of Company Common Stock, $.001 par value, of which, which 75,031,225 shares have been issued and were outstanding as of October 30April 15, 1997, 10,258,091 shares were issued and outstanding2005; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares have been issued or are outstanding. No shares of Company Common Stock have been issued by the Company during the period commencing on April 16, 2005 and ending on the date of this Agreement. As of April 15, 2005, 13,197,154 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Options. No Company Options have been granted during the period commencing on April 16, 2005 and ending on the date of this Agreement. (b) As of April 15, 2005, the Company held 1,835,939 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. As None of the date Acquired Corporations holds any shares of this AgreementCompany Common Stock or any rights to acquire shares of Company Common Stock, there are no other than the shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none Company's treasury referred to in the preceding sentence. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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) . To the knowledge of the Company, there is no Acquired Corporation 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 shares of Company Common Stock. None Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, none of the 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 any other securities of any Acquired Corporation. (b) As of securities, except for the October 30, 1997: (i) 843,149 Company's right to repurchase restricted shares of Company Common Stock are held by an employee of the Company upon termination of such employee's employment. (c) As of April 15, 2005, 1,000,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, were reserved for future issuance upon exercise of the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of October 25, 2001, between the Company and Mellon Investor Services LLC, as Rights Agent (the "Company Rights Agreement"). As of April 15, 2005: (i) 751,541 shares of Company Common Stock were reserved for future issuance pursuant to the Company's 2003 Employee Stock Purchase Plan (the "Company ESPP"); and (ii) 106,445 shares of Company Common Stock were reserved for future issuance pursuant to stock options not yet granted and outstanding under the Company's 1994 Incentive Stock Company Option Plan; (iiPlans. Part 2.3(c) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option and each share subject to any repurchase right of the Company, in each case that were outstanding as of the date of this AgreementApril 15, 2005: (iA) the particular plan Company Option Plan (if any) pursuant to which such Company Option was granted; (iiB) the name employee identification number of the optioneeholder of such Company Option or the shares subject to such repurchase right; (iiiC) the number of shares of Company Common Stock subject to such Company OptionOption or repurchase right; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3D) the exercise price of such warrantCompany Option; (4E) the date on which such warrant Company Option was granted or the shares subject to such repurchase right were issued; (5F) the conditions, if any, limiting exercise of extent to which such warrant Company Option is vested and exercisable or the extent to which the shares subject to such repurchase right have vested; (6G) the date on which such warrant Company Option expires; and (H) whether the vesting of such Company Option or the shares subject to such repurchase right would be accelerated, in whole or in part, as a result of the Merger or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has delivered to Parent an accurate and complete copy copies of: (1) each Company Option Plan; (2) each other stock option plan pursuant to which any of the Acquired Corporations has ever granted stock options to the extent that any options remain outstanding thereunder; (3) each such warrantstock option plan under which any Entity has granted stock options that were ever assumed by any of the Acquired Corporations to the extent that any options remain outstanding thereunder; and (4) the standard form of stock option agreement for each Company Option Plan and each standard form of stock option agreement used in connection with outstanding "non-plan" Company Options granted by any Acquired Corporation. (cd) Except as set forth in Section 2.3(c) or in Part 2.3(c) or Part 2.3(d) of the Company Disclosure Schedule (with respect to the aggregate data therein), as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Company or any other Acquired CorporationCorporations; (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 Company Acquired Corporations; or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (de) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary options and other securities of the Company Acquired Corporations, have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts, except where such noncompliance would not have, and would not reasonably be expected to have or result in, a Company Material Adverse Effect. (ef) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights and are (other than Company Common Stock) owned beneficially and of record by the Company (except with respect to those Company's Subsidiaries organized under the laws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary), free and clear of any Encumbrancesmaterial Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 150,000,000 shares of Company Common Stock, $.001 par value, of which, which 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of October 30December 16, 1997, 10,258,091 shares were issued and outstanding2020 (the “Measurement Time”); and (ii) 5,000,000 15,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares have been issued or are outstandingoutstanding as of the date of this Agreement. Except to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except for the shares of Company Common Stock held by the date of this AgreementCompany as treasury stock, there are no shares of Company Common Stock held by any of the other Acquired CorporationsCompanies. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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 There is no Acquired Corporation 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, except for the Confidentiality Agreement. None Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired Corporations Companies 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 any other securities of the Company (including any Acquired CorporationCompany Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement). (b) As of the October 30, 1997: close of business on the Measurement Time: (i) 843,149 395,896 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 678,692 shares of Company Common Stock are reserved for future issuance pursuant to stock outstanding options granted and outstanding in respect of the current “offering period” under the Company's 1994 Incentive ’s Amended and Restated 2013 Employee Stock Option Plan; Purchase Plan (iithe “ESPP”); (iii) 125,995 582,841 shares of Company Common Stock are reserved for future subject to issuance and/or delivery pursuant to Company RSUs granted and outstanding under the Company's 1995 Employee Company Equity Plans (reflecting Company RSUs that vest based on performance-based vesting requirements assuming deemed achievement of maximum performance) (including 88,649 shares of Company Common Stock Purchase Plan subject to issuance and/or delivery pursuant to Company RSUs that have vested and Company RSUs, in each case, credited to the Directors Deferred Compensation Plan); (iv) 790,784 shares of Company Restricted Stock are outstanding under the "ESPP"Company Equity Plans (reflecting shares of Company Restricted Stock that vest based on performance-based vesting requirements assuming deemed achievement of maximum performance); ; (v) 1,025,981 Company SARs (denominated in shares of Company Common Stock) are granted and outstanding under the Company Equity Plans (iiiincluding both cash- and stock-settled Company SARs); (vi) 118,000 no Company Equity Awards are outstanding other than those granted under the Company Equity Plans and the ESPP and referenced in the preceding clauses (i) through (v); (vii) 4,846,698 shares of Company Common Stock are reserved for future issuance pursuant to stock options Company Equity Awards not yet granted and outstanding under the Company's 1995 Director Option Plan. Company Equity Plans and the ESPP; and (viii) 888 phantom shares of Company Common Stock options granted by the Company are credited to accounts under and pursuant to the 1994 Incentive Stock Company Deferred Compensation Plans (excluding the 88,649 vested and unvested Company Equity Awards subject to issuance and/or delivery pursuant to such Company Deferred Compensation Plans reflected in (iii) above). From the Measurement Time until and including the date of this Agreement, the Company has not issued any equity awards of the type described in the preceding sentence, except with respect to any Company Option Plan and or Company SAR exercised by Company Associates during such period. Part 2.3(b) of the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementMeasurement Time: (iA) the particular plan Company Equity Plan (if any) pursuant to which such Company Option Equity Award was granted; (iiB) the name name, or, to the extent required by applicable Information Privacy and Security Laws, an employee identification number, of the optioneeholder of such Company Equity Award; (iiiC) the number of shares of Company Common Stock subject to such Company Option; Equity Award (iv) including, for Company Equity Awards subject to performance-based vesting requirements, the exercise (1) the name of the holder of such warrant; (2) the maximum number of shares of Company Common Stock subject to such warrantStock); (3D) the exercise price (if any) of such warrantCompany Equity Award; (4E) the grant date of such Company Equity Award; (F) the applicable vesting schedule and/or vesting date, and the extent to which such Company Equity Award is vested and/or exercisable; (G) the date on which such warrant was issuedCompany Equity Award expires; (5H) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the conditionsCode) or a non-qualified stock option; (I) if such Company Equity Award is a Company RSU, whether such Company RSU is subject to Section 409A of the Code and the regulations and guidance thereunder (“Section 409A” ); and (J) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if any, limiting exercise of such warrant and (6) different from the date on which such warrant expiresapplicable vesting schedule. The Company has delivered Made Available to Parent an accurate and complete copy copies of all equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are outstanding as of the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (whether payable in equity, cash or otherwise) as of the date of this Agreement. The exercise price of each Company Option, and the xxxxx xxxxx of each Company SAR, is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such warrantCompany Option or such Company SAR, as the case may be. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Filed SEC Reports 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). (c) Except as set forth in Part 2.3(b) and Part 2.3(c) of the Disclosure Schedule, as contemplated by the Company Disclosure Schedule Convertible Notes Indenture and for shares of Company Common Stock issued following the Measurement Time pursuant to the exercise or vesting of Company Equity Awards outstanding as of the Measurement Time, 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 Acquired Companies (including any subscription or other right to purchase shares of Company or any other Acquired CorporationCommon Stock under the ESPP); (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 Company or any other Acquired CorporationCompanies; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company or any other Acquired Corporation 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 may reasonably give that, to the Knowledge of the Company, gives rise to or provide provides a reasonable 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteAcquired Companies. (d) All outstanding securities of all Except as set forth on Part 2.3(d) of the Acquired CorporationsDisclosure Schedule, including all outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding warrants to purchase Company Common Stockwarrants, all outstanding rights under the ESPP equity-based compensation awards (whether payable in equity, cash or otherwise) and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Companies have been issued and granted in compliance in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, Laws; and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets Except as set forth the capitalization and record and beneficial ownership on Part 2.3(e) of the outstanding securities of each Acquired Corporation. All Disclosure Schedule, all of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are (other than Company Common Stock) owned beneficially and of record by the Company or another Acquired Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 150,000,000 shares of Company Common Stock, of which 8,736,690 shares have been issued and are outstanding as of the date of this Agreement including the Escrow Shares (as such term is hereinafter defined); (ii) 10,000,000 shares of Preferred Stock, $.001 .01 par valuevalue per share, of which, as of October 30, 1997, 10,258,091 which no shares were are currently issued and or are outstanding; and (iiiii) 5,000,000 1,200,000 shares of preferred stockPreferred Stock have been designated as Series J Convertible Preferred Stock, $.001 par value, none of which no shares are currently issued or are outstanding. Except as set forth in Part 3.3(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. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired Corporations. There are 141,863 shares of Company Common Stock that are subject to a certain Performance Share Escrow Agreement, dated October 15, 1992, as amended (such shares being referred to as the “Escrow Shares”), and are held in an escrow by Montreal Trust Company of Canada, as escrow agent (the “Escrow Agent”). Except as set forth in Part 3.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or the capital stock of any of the Acquired Corporations is entitled or to, subject to or bound by any outstanding option, warrant, call, subscription right, preemptive right, right of participation in future financingsparticipation, right of maintenance or any other right agreement or commitment which (a) obligates Company or any Subsidiary of Company to maintain a percentage ownership positionissue, sell or transfer any shares of the capital stock of Company or any Subsidiary of Company, (b) restricts the transfer of any shares of capital stock of Company or any of its Subsidiaries, or (c) relates to the voting of any similar rightshares of capital stock of Company or any of its Subsidiaries; (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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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. Part 3.3(a)(iii) of the Company Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or any other securities of any Acquired Corporationotherwise). (b) As of the October 30, 1997date of this Agreement: (i) 843,149 265,807 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2001 Stock Plan, and options relating to an additional 74,193 shares of Company Common Stock are eligible for future grant under such plan; (ii) 126,773 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1996 Stock Option Plan, and no options are eligible for future grant under such plan; (iii) 1,543,484 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s NSO Stock Option Program, and no options are eligible for future grant under such program; (iv) 16,025 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Premia Corporation 1998 Stock Option Plan, and no options are eligible for future grant under such plan; and (v) 58,743 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Technology Builders, Inc. Amended and Restated Stock Option and Stock Incentive Plan, and no options are eligible for future grant under such plan. As of the date of this Agreement, 383,691 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted Company Warrants. All convertible debentures issued by the Company have been validly converted into shares of Company Common Stock, and no convertible debentures issued by the Company are currently outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 and no Person has any rights, interests or claims with respect to any such convertible debentures. Options to purchase shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options whether granted by the Company pursuant to the 1994 Incentive Stock Option Plan and Company’s stock option plans, assumed by the 1995 Director Option Plan Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "“Company Options."” Part 3.3(b) The of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan or program (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; (5vi) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of such warrant the date of this Agreement; and (6vii) the date on which such warrant Company Option expires. The Company has delivered to Parent an accurate and complete copy copies of all Company Warrants and all stock option plans under which the Company has any obligations or which have been assumed by the Company in connection with the acquisition of any of its Subsidiaries pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of the stock option agreements, grants or awards evidencing such options. The name of the holder, number of shares of Company Common Stock issuable pursuant to and the exercise price of each such warrantof the Company Warrants is set forth on Part 3.3(b) of the Company Disclosure Schedule, provided, however, that the information set forth on Part 3.3(b) of the Company Disclosure Schedule does not reflect any assignment or transfer of any Company Warrants made without prior notice to the Company and with respect to which the Company does not have Knowledge. None of the Company Warrants has an exercise price less than or equal to the Per Share Amount and, except as set forth in Part 3.3(b) of the Company Disclosure Schedule, none of the Company Options has an exercise price less than or equal to the Per Share Amount. (c) With respect to the representations made in this Section 3.3 and the corresponding Parts of the Company Disclosure Schedule, in each case, the number of shares outstanding or authorized, and the number of shares issuable under and exercise prices of each Company Option and Company Warrant has been adjusted to take into account the 1 for 10 reverse split (the “Reverse Split”) of the Company Common Stock which occurred on July 31, 2002. (d) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations. (e) Except as set forth in Part 3.3(e) of the Company Disclosure Schedule, including all outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Except as set forth in Part 3.3(e) of the Company Disclosure Schedule, all Company Options have been granted using the standard form of option agreement under their respective stock option plan or the standard form of agreement under the Stock Option Program. (ef) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of April 12, 2012 (the "Capitalization Date"), the authorized capital stock of the Company consists of: (i) 50,000,000 consisted of 56,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 which 14,323,715 shares were issued and outstanding; and (ii) 5,000,000 2,000,000 shares of preferred stock, par value $.001 par value0.001 per share, none of the Company, of which no shares were issued or outstanding. As of the Capitalization Date: (i) 848,231 shares of Company Common Stock were held in the treasury of the Company, (ii) 4,939,647 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Company Option Plans (stock options granted by the Company pursuant to the Company Option Plans or otherwise are outstandingreferred to collectively herein as "Company Options") and (iii) 104,770 shares of Company Common Stock were subject to issuance pursuant to outstanding Company RSUs. 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, there There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany's Subsidiaries. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation 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 shares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any other securities capital stock of any Acquired Corporationof the Company's Subsidiaries. (b) As Part 3.4(b) of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this AgreementCapitalization Date: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; , (iiiii) the number of shares of Company Common Stock subject to such Company Option; , (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3iii) the exercise price of such warrant; Company Option, (4iv) the date on which such warrant Company Option was issued; granted, (5v) the conditions, if any, limiting exercise extent to which such Company Option is vested and exercisable as of such warrant the Capitalization Date and (6vi) the date on name of the Company Option Plan under which such warrant expiresCompany Option was granted. The Company has delivered All vesting will be accelerated immediately prior to Parent an accurate and complete copy of each such warrantcontingent upon the Effective Time. (c) Except as set forth in Section 3.4(a) or Section 3.4(b) above, as of the Company Disclosure Schedule Agreement Date, there is no: no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any other Acquired Corporation; Company, (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 the Company or any other Acquired Corporation; (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP RSUs and all outstanding shares of capital stock of each subsidiary other securities of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws Laws and other applicable Legal Requirements, Laws and (ii) all requirements set forth in applicable Contracts. All outstanding Company Options were granted with a per share exercise price no lower than the fair market value of one share of Company Common Stock as of the grant date. All shares of Company Common Stock subject to issuance pursuant to Company Options and Company RSUs will, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, and nonassessable. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) owned beneficially and of record by the Company or another wholly-owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 twenty-six million shares of Company Common Stock, $.001 par value, of which, which 16,861,385 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares the date of preferred stock, $.001 par value, none of which are outstandingthis Agreement. 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, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(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 participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired CorporationStock. (b) As of the October 30, 1997date of this Agreement: (i) 843,149 639,499 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 ’s 2006 Equity Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 748,928 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's ’s 2005 Equity Incentive Plan; (iii) 161,560 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2002 Equity Incentive Plan;(iv) 22,860.5 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2001 Equity Incentive Plan; (v) 38,335.4 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 1995 Director Stock Option Plan; (vi) 28,600.2 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Interland-Georgia 1999 Stock Plan; and (vii) 1,875,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding outside any other written stock option plan. (Options to purchase shares of Company Common Stock options (whether granted by the Company pursuant to the 1994 Incentive Stock Option Plan and Company’s stock option plans, assumed by the 1995 Director Option Plan Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "“Company Options."”) The Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; (5vi) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of such warrant the date of this Agreement; and (6vii) the date on which such warrant Company Option expires. The Company has delivered to Parent an accurate and complete copy copies of each all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options (other than any stock option plans pursuant to which (A) no options are presently outstanding; and (B) no options may be granted in the future), and the forms of all stock option agreements evidencing such warrantoptions. (c) Except as set forth in Part 2.3(b) 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably give rise to or provide a reasonable 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteAcquired Corporations. (d) All Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, all outstanding capital stock, options and other securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company Corporations have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Except as set forth in Part 2.3(e) of the Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All Schedule, all of the outstanding shares of capital stock of the corporations identified in Part 2.1(a)(ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) 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) 50,000,000 60,000,000 shares of Company Common Stock, $.001 par value, of which, which 34,791,879 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of the First Merger Agreement; and (ii) 5,000,000 10,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none 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. As None of the date of this Agreement, there are no Symyx Corporations (other than the Company) holds any shares of Company Common Stock held by or any rights to acquire shares of the other Acquired Corporations. Company Common Stock. (b) Except as set forth in Part 3.3(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 participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof 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 Acquired Corporation 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 Acquired 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 securities forfeiture of any Acquired Corporationa vesting condition. (bc) As of the October 30, 1997date of the First Merger Agreement: (i) 843,149 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 stock options granted and outstanding under the Company's 1994 Incentive Stock Option PlanCompany ESPP; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 300,675 shares of Company Common Stock are reserved for future issuance pursuant to stock options 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 and outstanding under the Company's 1995 Director Company Option Plan. Plans. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options."d) The Company Disclosure Schedule has Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this Agreementthe First Merger Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder 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 OptionEquity Award; (ivv) the exercise per share exercise price (1if any) of such Company Equity Award; (vi) the name applicable vesting schedule (including a description of any acceleration provisions), and the holder of extent to which such warrantCompany Equity Award is vested and exercisable, if applicable; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4vii) the date on which such warrant Company Equity Award was issuedgranted; (5) the conditions, if any, limiting exercise of such warrant and (6viii) the date on which such warrant expiresCompany 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 delivered Made Available to Parent an accurate and complete copy 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 warrantCompany 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 3.04(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. (ce) Except as set forth in the Company Disclosure Schedule Section 3.03(a) and Section 3.03(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 Company or any other Acquired CorporationSymyx 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 Company or any other Acquired CorporationSymyx Corporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation 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 may 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteSymyx Corporations. (df) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary Company Equity Awards and other securities of the Company Symyx Corporations, have been issued and granted in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (eg) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) 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) 50,000,000 100,000,000 shares of Company Common Stock, $.001 par value, of which, which 24,902,080 shares are issued and outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe Reference Date; and (ii) 5,000,000 8,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which are outstanding3,906.51922572953 shares of Series C-12 Preferred Stock (the “Series C Preferred Stock”) were issued and 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 None of the date of this Agreement, there are no Target Companies (other than the Company) holds any shares of Company Common Stock held by or any rights to acquire shares of the other Acquired Corporations. 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 participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof 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 Acquired Corporation 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 Acquired Corporations is under any obligation, or Target 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 securities forfeiture of any Acquired Corporationa vesting condition. (bc) As of the October 30, 1997Reference Date: (i) 843,149 6,452,960 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Equity Awards, all of which are subject to outstanding Company Options; (ii) 262,234 shares of Company Common Stock have been reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive ’s 2018 Employee Stock Option PlanPurchase Plan (the “Company ESPP”); and (iiiii) 125,995 3,147,040 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and Option Plan. There is neither a current payment or offering period nor any accumulated participant contributions outstanding under the Company's 1995 Director Option Plan. Company ESPP. (Stock options granted by d) Part 2.3(d) of the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information a complete and accurate list that sets forth with respect to each Company Option Equity Award outstanding as of the date of this AgreementReference Date the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award; (iv) the number of shares of Company Common Stock subject to such Company OptionEquity Award; (ivv) the exercise per share exercise price (1if any) the name of the holder of such warrantCompany Equity Award; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4vi) the date on which such warrant Company Equity Award was issuedgranted; (5) the conditions, if any, limiting exercise of such warrant and (6vii) the date on which such warrant expiresCompany Equity Award expires (if applicable); (viii) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (ix) the applicable vesting schedule (and the terms of any acceleration rights thereof); (x) for each holder who is not a current employee of the Target Companies, whether such Person has ever been an employee of the Target Companies; and (xi) the holder’s state of residence or, for any holder who is not a resident of the United States, country of residence. The Company has delivered Made Available to Parent an accurate and complete copy 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 warrantCompany 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 in accordance with GAAP and with all applicable Legal Requirements, 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 restricted stock, restricted stock unit, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Target Companies. (ce) All outstanding shares of Company Common Stock and other securities of the Target Companies, (i) have been issued and granted in compliance in all material respects with: (A) all applicable securities laws and other applicable Legal Requirements, and (B) all requirements set forth in applicable Contracts and Company Employee Plans; and (ii) each such grant was duly authorized no later than the date on which such grant was by its terms effective (the “Grant Date”) by all necessary corporate action, and the award agreement governing such grant was duly executed and delivered by each party thereto within a reasonable time following the Grant Date. (f) Except as set forth in Sections 2.3(a), 2.3(c) or 2.3(d), as of the Company Disclosure Schedule Reference Date, there is no: (i) outstanding subscription, option, call, warrant warrant, preemptive, participation, maintenance, right of first refusal, conversion, redemption, share appreciation, repurchase or right other (whether or not currently exercisable) to acquire any issued or unissued shares of the capital stock or other securities of any of the Company or any other Acquired CorporationTarget 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 Company or any other Acquired CorporationTarget Companies; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation 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 restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or circumstance similar securities or rights that may reasonably give rise to are derivative of, or provide a basis for economic benefits based, directly or indirectly, on the assertion of a claim by value or price of, any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock of or other voting securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompany. (dg) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Options and other Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company Equity Awards (i) have been issued and granted in compliance in all material respects in compliance with with: (iA) all applicable securities laws and other applicable Legal Requirements, and (iiB) all requirements set forth in applicable ContractsContracts and Company Employee Plans; and (ii) each such grant was duly authorized no later than the Grant Date by all necessary corporate action, and the award agreement governing such grant was duly executed and delivered by each party thereto within a reasonable time following the Grant Date. (eh) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are (other than Company Common Stock) 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). (i) The Requisite Holders (as defined in the Company’s certificate of incorporation) of the Series C Preferred Stock have by written consent waived the right of the holders of Series C Preferred Stock as to all shares of Series C Preferred Stock (and the holders thereof) to approve a Change of Control (as defined in the Company’s certificate of incorporation) as relating to the Offer and the Merger, which right is provided for in Article IV, Section (d)(9)(B) of the Company’s certificate of incorporation, pursuant to and in accordance with Article IV, Section 10(F) of the Company’s certificate of incorporation. The Company has Made Available to Parent an accurate and complete copy of such written consent.

Capitalization, Etc. (a) The As of March 23, 2012, the authorized capital stock of the Company Parent consists of: (i) 50,000,000 90,000,000 shares of Company Parent Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 which 51,482,419 shares were have been issued and are outstanding; and (ii) 5,000,000 1,000,000 shares of preferred stockParent Preferred Stock, $.001 par value, none of which no shares have been issued or are outstanding. Parent holds zero shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date of this Agreement, there are no Oclaro Corporations (other than Parent) holds any shares of Company Parent Common Stock held by or any rights to acquire shares of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: Parent Common Stock. (b) (i) none None of the outstanding shares of Company Parent Common Stock is entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right, except that the Parent Restricted Stock is subject to a right of repurchase in favor of Parent; (ii) none of the outstanding shares of Company Parent Common Stock is subject to any right of first refusal in favor of the CompanyParent; and (iii) except as set forth in Part 3.3(b)(iii) of the Parent Disclosure Schedule, there is no Acquired Corporation Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Parent Common StockStock or any securities of any Significant Subsidiary of any of the Oclaro Corporations. None of the Acquired Oclaro 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 Parent Common Stock or any other securities of any Acquired Corporationsecurities. (bc) As of the October 30March 23, 19972012: (i) 843,149 3,472,433 shares of Company Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 1,700,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option PlanParent ESPP; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 175,411 shares of Company Parent Common Stock are reserved for future issuance pursuant to stock options Parent RSUs; (iv) 200,000 shares of Parent Common Stock are reserved for future issuances pursuant to Parent PSUs; and (v) 2,588,464 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company's 1995 Director Option Plan. Parent Equity Plans. (Stock options granted by d) Part 3.3(d) of the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Parent Disclosure Schedule contains a complete and accurate list that sets forth the following information with respect to each Company Option Parent Equity Award outstanding as of the date of this AgreementAgreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Parent Equity Award was granted; (ii) the name of the optioneeholder of such Parent Equity Award and the location of his/her residence; (iii) the number of shares of Company Parent Common Stock subject to such Company OptionParent Equity Award; (iv) the exercise per share exercise price (1if any) of such Parent Equity Award; (v) the name of applicable vesting schedule, and the holder of extent to which such warrantParent Equity Award is vested and exercisable, if applicable; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4vi) the date on which such warrant Parent Equity Award was issuedgranted; (5) the conditions, if any, limiting exercise of such warrant and (6vii) the date on which such warrant Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of a Parent RSU or a Parent PSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Parent has Made Available to the Company has delivered to Parent an accurate and complete copy copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price per share of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such warrantParent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (ce) Except as set forth in Sections 3.3(a), 3.3(c) and 3.3(d), as of the Company Disclosure Schedule date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Company or any other Acquired CorporationOclaro 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 Company or any other Acquired CorporationOclaro Corporations; (iii) shareholder outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Oclaro Corporations; or (iv) stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Oclaro Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or . (ivf) condition or circumstance that may reasonably 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 All outstanding shares of capital stock or Parent Common Stock, and all options and other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Oclaro Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (eg) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule each of Parent’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights. All of the outstanding shares and all other securities of each of Parent’s Subsidiaries are (other than Company Common Stock) owned beneficially and of record by Parent (except with respect to those Parent Subsidiaries organized under the Companylaws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 3.3(g) of the Parent Disclosure Schedule), free and clear of any EncumbrancesEncumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value500,000,000 Shares, of which, which 18,821,231 Shares had been issued and were outstanding as of October 30the close of business on September 15, 1997, 10,258,091 shares were issued and outstanding2016 (the “Capitalization Date”); and (ii) 5,000,000 1,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares have been issued or are outstanding. As of the close of business on the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding shares of Shares have been, and all Shares reserved for issuance in connection with Company Common Stock have been Options and Company Warrants will be, when issued in accordance with their respective terms, duly authorized and authorized, validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: nonassessable and not subject to preemptive rights. (i) none None of the outstanding shares of capital stock of the Company Common Stock is are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company Common Stock is are subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no 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 capital stock of the Acquired Corporations Company. The Company is not 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 capital stock or any other securities of any Acquired Corporationthe Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (bc) As of the October 30, 1997close of business on the Capitalization Date: (i) 843,149 shares of Company Common Stock are reserved for future 3,307,554 Shares were subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; Company Equity Plans (at an aggregate of a weighted-average exercise price of $11.96 per Share), (ii) 125,995 shares 52,822 Shares were subject to issuance pursuant to the Company Warrants (at an aggregate of Company Common Stock are a weighted-average exercise price of $12.07 per Share), and (iii) 1,110,773 Shares were reserved for future issuance under Company Equity Plans. As of the close of business on September 15, 2016, the weighted average exercise price of the Company Options outstanding as of that date was $11.96. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, restricted shares, stock appreciation, performance shares or units, contingent value rights, phantom stock, profit participation, warrant or similar rights or equity-based awards with respect to the Company's 1995 Employee Stock Purchase Plan (. Section 3.3(c)(i) of the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth a complete and accurate list of the following information with respect to following, on a holder-by-holder basis, for each outstanding Company Option outstanding as of the date close of this Agreementbusiness on the Capitalization Date: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1A) the name of the holder of such warrantthe Company Option; (2B) the number of shares of Company Common Stock Shares subject to such warrantthe Company Option; (3C) the Company Equity Plan under which the award was granted; (D) the date of grant of the Company Option; (E) the exercise price of such warrantthe Company Option; (4F) whether the Company Option is intended to be an incentive stock option; and (G) the expiration date of the Company Option. Section 3.3(c)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of the following, on a holder-by-holder basis, for each outstanding Company Warrant as of the close of business on the Capitalization Date: (A) the name of the holder of the Company Warrant; (B) the number of Shares subject to the Company Warrant; (C) the date on which such warrant was issuedof issuance of the Company Warrant; (5D) the conditions, if any, limiting exercise price of such warrant the Company Warrant; and (6E) the expiration date on which such warrant expiresof the Company Warrant. The Company has delivered provided to Parent an complete and accurate copies of all Company Warrants. Between the Capitalization Date and complete copy the date of each such warrantthis Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company. (cd) Except as set forth in the Company Disclosure Schedule this Section 3.3, there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any Company, in each case other Acquired Corporationthan derivative securities not issued by the Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any other Acquired CorporationCompany; (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) condition voting trusts or circumstance that may reasonably give rise other Contract to or provide which the Company is a basis for the assertion of a claim by any Person party with respect to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares voting of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 shares of Company Common Stock, $.001 par value200,000,000 Shares, of which, which 48,145,009 Shares had been issued and were outstanding as of October 30the close of business on February 28, 19972020 (the “Capitalization Date”), 10,258,091 shares of which no Restricted Shares were issued and outstanding; outstanding and (ii) 5,000,000 10,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares are outstanding. All of From the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of Capitalization Date to the date execution of this Agreement, there are no shares the Company has not issued any Shares except pursuant to the exercise of the purchase rights under the Company ESPP or the exercise of Company Common Stock held by any Options outstanding as of the other Acquired Corporations. Except as set forth Capitalization Date in accordance with their terms and, since the Capitalization Date, the Company Disclosure Schedule: has not issued any Company Options or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract dated on or prior to the date of the Capitalization Date. (b) (i) none None of the outstanding shares equity interests of the Company Common Stock is are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the holders of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor equity interests of the CompanyCompany have a right to vote, as applicable; and (iii) there is no Acquired Corporation Contract to which the Company is bound 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 equity interests of the 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 Company. The Shares constitute the only outstanding shares class of Company Common Stock or any other securities of any Acquired Corporationthe Company registered under the Securities Act. (bc) As of the October 30, 1997close of business on the Capitalization Date: (i) 843,149 shares of Company Common Stock are reserved for future 4,265,130 Shares were subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; Company Equity Plans, (ii) 125,995 shares of 5,323,581 Shares were reserved for future issuance under Company Common Stock are Equity Plans and (iii) 1,038,984 Shares were reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan Company ESPP. (the "ESPP"); d) Except as set forth in this Section 3.3 and (iii) 118,000 shares of Company Common Stock are reserved except for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option Options outstanding as of the date of this Agreement: Agreement (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) and Shares issuable upon the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditionsthereof), if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule there is are no: (i) outstanding subscriptionshares of capital stock or other securities of the Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any Company, in each case other Acquired Corporationthan derivative securities not issued by the Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any other Acquired CorporationCompany; (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) condition voting trusts or circumstance that may reasonably give rise other Contract to or provide which the Company is a basis for the assertion of a claim by any Person party with respect to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares voting of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable ContractsCompany. (e) The Section 3.3(e) of the Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership a listing of all Persons who hold outstanding Company Options as of the close of business on the Capitalization Date, indicating, with respect to each Company Option, the number of Shares subject thereto, the date of grant, the vesting schedule and the per Share exercise price, and expiration date. Other than Shares reserved for future issuance under the Company ESPP, the outstanding securities of each Acquired Corporation. All purchase rights under the Company ESPP or as set forth in this Section 3.3(e), as of the outstanding shares of capital stock date of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly Capitalization Date, there is no issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar equity or equity-based awards with respect to the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 600,000 shares of Company Common Stock, $.001 par valueof which 266,227 shares have been issued and are outstanding; (ii) 30,600 shares of Company Series A Preferred Stock, of which, as of October 30, 1997, 10,258,091 shares were which 30,599 have been issued and are outstanding; and (iiiii) 5,000,000 100,000 shares of preferred stockCompany Series A-1 Preferred Stock, $.001 par value, none all of which have been issued and are outstanding. All of the outstanding shares of the Company Common Stock capital stock have been duly authorized and validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none All of the outstanding shares of capital stock of the Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, or any similar right; (ii) none and all 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 Acquired Corporation Contract relating to the voting subscriptions, options, calls, warrants or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right rights (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Documents and Company Contracts. No shares of capital stock of the Company are subject to a repurchase option in favor of the Company, and the Company has never repurchased, redeemed or otherwise reacquired any shares of the Company capital stock or other Acquired Corporationsecurities of the Company. Collectively, the Contributed Interests to be transferred by the Contributors to Pubco in connection with the Contribution represent 100% of the shares of outstanding capital stock of the Company. (b) Except as set forth on Schedule 2.3(b) of the Company Disclosure Schedule, there are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock of the Company or other securities of the Company; (ii) outstanding securitysecurities, instrument notes, instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of capital stock of the Company or other securities of the Company; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Contracts (other than this Agreement) under which the Company is or other securities may become obligated to sell, transfer, exchange or issue any shares of capital stock of the Company or any other Acquired Corporationsecurities of the Company; (iiiv) shareholder rights plan (agreements, voting trusts, proxies or similar plan commonly referred understandings with respect to as a "poison pill") the voting, or Contract registration under which the Company Securities Act, or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesthe Company; or (ivvi) condition conditions or circumstance circumstances that may reasonably 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 the Company Securities or any shares of the capital stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompany. (dc) All outstanding securities of all Schedule 2.3(c) of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization a complete and record and beneficial ownership accurate list of all of the outstanding securities of each Acquired Corporation. All stock option plans and other stock or equity-related plans of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 of 60,000,000 shares of Company Common Stock, $.001 par value, of which, which 17,301,654 shares have been issued and are outstanding as of October 30the date of this Agreement. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 the Company does not hold any shares of preferred stock, $.001 par value, none of which are outstandingits 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. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(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 participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation 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 shares of Company Common Stock. None of the 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 any other securities securities. Part 2.3(a)(iii) of any Acquired Corporationthe Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options), and specifies which of those repurchase rights are currently exercisable. (b) As of the October 30close of business on December 3, 19972009: (i) 843,149 160,708 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2002 Omnibus Stock Incentive Plan (the “2002 Plan”); (ii) 1,378,276 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2004 Omnibus Stock Incentive Plan (the “2004 Plan”); and (iii) 923,228 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 ’s 2004 Employee Stock Purchase Plan (the "“ESPP"”); and (iii. Part 2.3(b) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (iA) the particular plan Company Stock Plan pursuant to which such Company Option was granted; (iiB) the name of the optionee; (iiiC) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3D) the exercise price of such warrantCompany Option; (4E) the date on which such warrant Company Option was issuedgranted; (5F) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of such warrant and the date of this Agreement; (6G) the date on which such warrant Company Option expires; and (H) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has delivered made available to Parent an accurate and complete copy copies of each all stock option plans pursuant to which any of the Acquired Corporations has granted stock options which are outstanding as of the date of this Agreement, and the forms of all stock option agreements evidencing such warrantoptions. (c) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteAcquired Corporations. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of December 15, 1997, the authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value, of which, which 20,561,593 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 15,000,000 shares of preferred stock, $.001 no par value, none of which 2,631,579 shares have been designated Series A Preferred Stock, all of which have been issued and are outstanding, and of which 3,386,667 shares have been designated Series B Preferred Stock, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock and Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Series A Preferred Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, or any similar right; (ii) none of the outstanding shares of Company Common Stock or Series A Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract contract to which the Company is a party, or of which the Company is aware, relating to the voting or registration of, or restricting any Person person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company outstanding Common Stock or Series A Preferred Stock. None of the Acquired Corporations The Company is under any obligation, or is bound by any Contract pursuant to which it may become obligated, no obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any other securities of any Acquired CorporationSeries A Preferred Stock. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule and as of December 15, 1997, 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 the Company or any other Acquired CorporationCompany; (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 the Company Company; or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 shares of Company Common Stock, $.001 par value, of which, which 19,508,902 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 the date of this Agreement and all of which shares were issued and outstandingare owned by the LLC; and (ii) 5,000,000 23,241,098 shares of preferred stockCompany Converting Preferred Stock, $.001 par value, none all of which have been issued and are outstanding as of the date of this Agreement and all of which are outstandingowned by the LLC. Schedule 2.3(a) sets forth (A) the names of the owners of the membership interests in the LLC ("Interests") and the number of shares and percentage ownership held by each such owner and (B) the names of the Persons who will be the owners of the Company Common Stock and the Company Converting Preferred Stock immediately following the Conversion and the number of shares which will be held by such Persons. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Converting Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth identified in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is or Company Converting Preferred Stock or any of the Interests are entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is or Company Converting Preferred Stock or any of the Interests are subject to any right of first refusal in favor of the Companyrefusal; and (iii) there is no Acquired Corporation AAHoldings Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common StockStock or any of the Interests. None of the Acquired Corporations AAHoldings Entities 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 Company Converting Preferred Stock or any other securities of any Acquired Corporationthe Interests. Upon consummation of the Conversion, all of the Company Common Stock and Company Converting Preferred Stock shall be owned by the owners of the LLC identified on Schedule 2.3(a), and the LLC shall cease to exist. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth identified in Part 2.3(b) of the Company Disclosure Schedule 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 the Company or any other Acquired CorporationInterests in the LLC; (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 the Company or any other Acquired CorporationInterests in the LLC; (iii) shareholder stockholder or member rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation the LLC is or may become obligated to sell or otherwise issue any shares of its capital stock stock, membership interests, or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of Interests in the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteLLC. (dc) All outstanding securities of all of the Acquired Corporations, including Interests and outstanding shares of Company Common Stock, all outstanding Stock and Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Converting Preferred Stock and all outstanding shares of capital stock or membership interests of each subsidiary Subsidiary of the Company LLC have been issued and granted in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. The Company has no Subsidiaries. (ed) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock or membership interests of the corporations Entities identified in Part 2.1(a) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the LLC, free and clear of any Encumbrances. Upon consummation of the Conversion, all such shares and membership interests shall be 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) 50,000,000 75,000,000 shares of Company Common Stock, $.001 par value, of which, which 32,751,356 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, $.001 no par valuevalue per share, none 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 nonassessablenon-assessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any Subsidiary of the other Acquired CorporationsCompany. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation 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 shares of Company Common Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or any other securities of any Acquired Corporationotherwise). (b) As of the October 30date of this Agreement, 1997: (i) 843,149 1,279,851 shares of Company Common Stock are reserved for future subject to issuance pursuant to stock options Company Options (whether granted and outstanding under the Company's 1994 Incentive Stock Company Option Plan; (iiPlans or otherwise). Part 3.3(b)(i) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. 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 (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the forms of all 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are 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: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such warrantholder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are 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 of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock subject to covered under such warrant; (3) the exercise price of outstanding Company Restricted Stock Unit held by such warrantholder; (4) the date on which such warrant Company Restricted Stock Unit was issuedgranted; and (5) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Restricted Company Stock Unit is vested as of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrantthis Agreement. (c) Except as set forth in the Company Disclosure Schedule there 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 Company or any other Acquired CorporationCorporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company or any other Acquired CorporationCorporations; (iii) shareholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably give rise to or provide provides a reasonable 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteAcquired Corporations. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding warrants to purchase Company Common Stockequity-based compensation awards (whether payable in equity, all outstanding rights under the ESPP cash or otherwise) and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in all material respects in compliance with with: (i) all applicable securities laws laws, the Code and all other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights and are (other than Company Common Stock) 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) 50,000,000 of 30,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued Stock and outstanding; and (ii) 5,000,000 shares of preferred stock, $.001 .01 par value, none of which are outstanding. All of the outstanding 30,000 shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessabledesignated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of this AgreementCommon Stock are outstanding, there (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company Common Stock are held by any the Company's Subsidiaries. Section 4.4 of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule Letter sets forth the following information with respect to each Company Option outstanding a complete and accurate list, as of the date hereof, of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; number of outstanding Options and Warrants, (ii) the name number of shares of Common Stock which can be acquired upon the optionee; exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Company Common Stock subject to such Company Option; which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; which are reserved for issuance upon the exercise of outstanding Warrants, and (3v) the exercise price of such warrant; each outstanding Option and Warrant, and (4vi) the date on number of shares of Common Stock which such warrant was issued; (5) are reserved for issuance pursuant to the conditionsPurchase Plan. Except for the Common Stock, if anythe Rights, limiting exercise of such warrant the Options, the Warrants, and (6) the date on which such warrant expires. The Purchase Rights, the Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule there is no: (i) no outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any other Acquired Corporation; (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 the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of obligations entitling the Company outstanding having the right holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which with the shareholders stockholders of the Company have the right to vote. (d) All outstanding securities of all on any matter. Except as set forth in Section 4.4 of the Acquired CorporationsCompany Disclosure Letter, including since March 31, 1999, the Company (i) has not issued any shares of Company Common StockStock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, all outstanding Company Options, all outstanding warrants (ii) has granted no Options to purchase Company shares of Common Stock, all outstanding rights Stock under the ESPP Stock Option Plans, (iii) has not amended the Purchase Plan, and all (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock of each subsidiary or voting securities of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal RequirementsCompany, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (ii) all requirements set forth in applicable Contracts. (e) The including rights of first refusal), agreements or commitments which obligate the Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership or any of the outstanding securities of each Acquired Corporation. All of the outstanding its Subsidiaries to issue, transfer or sell any shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issuedof, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.or equity interests in,

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 100,000,000 shares of Company Common Stock, $.001 par value, of which, which 23,205,154 shares (including 462,949 shares of Company Restricted Stock) are issued and outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, par value $.001 par value0.001 per share, of which no shares are issued or outstanding. The Company holds 7,690,651 shares of Company Common Stock in its treasury, and none of which are outstandingthe 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. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation 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 shares of Company Common Stock. None of the 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. Part 3.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or any other securities of any Acquired Corporationotherwise). (b) As of the October 30, 1997date of this Agreement: (i) 843,149 549,017 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans or otherwise); and (ii) 602,819 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 ’s 2000 Employee Stock Purchase Plan (the "“ESPP"”); and (iii. Part 3.3(b)(i) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (iA) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (iiB) the name of the optionee; (iiiC) the number of shares of Company Common Stock subject to such Company Option; (ivD) the exercise exercise price of such Company Option; (E) 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, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (H) the date on which such Company Option expires. 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 (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a 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 (if any) 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 and all other applicable Legal Requirements in all material respects, and the per share exercise price of each Company Option (other than options issued pursuant to the ESPP) was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. The Company has Made Available to Parent accurate 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, 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 such share of Company Restricted Stock was issued, if applicable; (2) the name of the holder of such warrantthereof; (23) the number of shares of Company Restricted Stock held by such holder; (4) the date on which such Company Restricted Stock was issued; and (5) the applicable vesting schedule, and the extent to which such Company Restricted Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company 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 of the date of this Agreement: (u) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (v) an identifying grant number; (w) the number of shares of Company Common Stock subject to covered under such warrantoutstanding Company Restricted Stock Unit held by such holder; (3) the exercise price of such warrant; (4x) the date on which such warrant Company Restricted Stock Unit was issuedgranted; and (5y) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Restricted Stock Unit is vested as of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrantthis Agreement. (c) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule 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 Company or any other Acquired CorporationCorporations; (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 Company Acquired Corporations; or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common StockRestricted Stock Units and other equity-based compensation awards (whether payable in equity, all outstanding rights under the ESPP cash or otherwise) and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in compliance in all material respects in compliance with with: (i) all applicable securities laws and all other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights and are (other than Company Common Stock) 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) 50,000,000 of 30,000,000 shares of Company Common Stock, par value $.001 par value0.0001 per share, of which, which 10,000,000 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares the date of preferred stock, $.001 par value, none of which are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company has reserved 20,000,000 shares of Company Common Stock for issuance under the Company Equity Incentive Plan, of which options to purchase 11,180,000 shares are outstanding as of the date of this Agreement, there are no shares of Company Common Stock held by any . Part 2.3(a) of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the particular plan pursuant to which name of the holder of such Company Option was grantedOption; (ii) the name total number of the optionee; (iii) shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the exercise vesting schedule for such Company Option; (1v) the name of the holder of such warrant; (2) the number of shares exercise price per share of Company Common Stock subject to purchasable under such warrantCompany Option; (3vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the exercise price Code; and (vii) whether the exercisability of or right to repurchase of such warrant; (4) Company Option will be accelerated in any way by the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expirestransactions contemplated by this Agreement. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in Part 2.3 of the Company Disclosure Schedule 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 the Company or any other Acquired CorporationCompany; (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 the Company or any other Acquired CorporationCompany; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Knowledge of the Company, condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompany. (dc) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, Stock and all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company Options have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (ed) The Company Disclosure Schedule sets Except as set forth the capitalization and record and beneficial ownership in Part 2.3(d) of the outstanding securities of each Acquired Corporation. All of Disclosure Schedule, the outstanding Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the corporations identified in Company. All securities so reacquired by the Company Disclosure Schedule have been duly authorized were reacquired in compliance with (i) the applicable provisions of the DGCL and are validly issuedall other applicable Legal Requirements, are fully paid and nonassessable (ii) all requirements set forth in applicable restricted stock purchase agreements and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrancesapplicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 110,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 which 27,457,621 shares were issued and outstandingoutstanding as of the date of this Agreement; and (ii) 5,000,000 10,000,000 shares of preferred stockPreferred Stock, $.001 par valuevalue per share, none 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. As The Company does not hold any shares of the date of this Agreement, there its capital stock in its treasury. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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) . Other than the Other Agreements, there is no Acquired Corporation 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 shares of Company Common Stock. None of the 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. Part 2.3(a)(iii) of the Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock as of the date of this Agreement, and specifies which of those repurchase rights are currently exercisable. (b) Part 2.3(b) of the Disclosure Schedule accurately sets forth the number of shares of Company Common Stock owned (of record or beneficially) by each of the Specified Individuals and by each of the Specified Associates. No Specified Individual or Specified Associate has acquired or disposed of any shares of Company Common Stock since January 1, 2000. No shares of Company Common Stock held by any of the Specified Individuals are subject to restricted stock purchase agreements. Except as set forth in Part 2.3(a) or Part 2.3(b) of the Disclosure Schedule, no Specified Individual or Specified Associate directly or indirectly owns (of record or beneficially) any shares of capital stock or other securities of any Acquired Corporation, or any option, warrant or other right (whether or not currently exercisable) to acquire (by purchase, exercise, conversion or otherwise) any shares of capital stock or other securities of any Acquired Corporation. Each of the Specified Individuals and each of the Specified Associates owns his, her or its shares of Company Common Stock free and clear of any Encumbrances. (bc) As of the October 30, 1997date of this Agreement: (i) 843,149 3,274,005 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1998 Stock Option Plan (the “1998 Plan”); (ii) 3,417,550 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2001 Stock Option Plan (the “2001 Plan”); (iii) 240,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2001 Director Option Plan (the “2001 Director Plan” and, together with the 1998 Plan and the 2001 Plan, the “Option Plans”); (iv) no shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted and outstanding under the Company's 1994 Incentive Stock Option 1998 Plan; (iiv) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 5,238,088 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted and outstanding under the 2001 Plan; (vi) 326,407 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 2001 Director Plan; and (vii) 3,966,750 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1995 Director Option Plan’s 2001 Employee Stock Purchase Plan (the “ESPP”). (Options to purchase shares of Company Common Stock options (whether granted by the Company pursuant to the 1994 Incentive Stock Option Plan and Plans, assumed by the 1995 Director Option Plan Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "“Company Options."”) The Company Part 2.3(c) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (iA) the particular plan Option Plan (if any) pursuant to which such Company Option was granted; (iiB) the name of the optionee; (iiiC) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3D) the exercise price of such warrantCompany Option; (4E) the date on which such warrant Company Option was issuedgranted; (5F) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of such warrant and the date of this Agreement; (6G) the date on which such warrant Company Option expires; (H) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (I) whether such Company Option is held by a Specified Associate. The Company has delivered Made Available to Parent an accurate and complete copy copies of each all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such warrantoptions. (cd) Except as set forth in Part 2.3(c) of the Company Disclosure Schedule and except for options granted after the date of this Agreement in accordance with Section 4.2(b)(ii) or rights under the ESPP to purchase shares of Company Common Stock, 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Company’s Knowledge, condition or circumstance that may reasonably give has given rise to or provide provides 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including . (e) All outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (ef) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 100,000,000 shares of Company Common Stock, $.001 par value, of which, which 50,320,366 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe close of business on the Reference Date; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, $.001 0.001 par valuevalue per share, none of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As Section 4.4(a) of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: Schedule sets forth the authorized and outstanding capital stock (or other equity interests) of each Subsidiary held directly or indirectly by the Company and the total of such outstanding capital stock (or other equity interests). (i) none None of the outstanding shares of Company Common Stock is Shares are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of any Acquired Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Shares. Other than with respect to the Company Common Stock. None of Convertible Notes, the Acquired Corporations 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 Shares or other securities. The Company Common Stock or any other constitutes the only outstanding class of securities of the Acquired Companies registered under the Securities Act. Other than the Support Agreements, there are no Contracts (including any Acquired Corporationvoting trusts) with respect to the voting of any Shares. (bc) As of the October 30, 1997close of business on the Reference Date: (i) 843,149 shares of Company Common Stock 4,298,103 Shares are reserved for future subject to issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option PlanCompany Options; (ii) 125,995 shares 1,976,567 Shares are subject to or otherwise deliverable in connection with outstanding time-vested Company RSUs; (iii) 238,325 Shares are subject to or otherwise deliverable in connection with outstanding performance-based Company RSUs, assuming a target level of performance under such performance-based Company Common Stock RSUs; (iv) 108,062 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (based on the fair market value (within the meaning of the Company ESPP) of a Share on the Reference Date); (v) 4,725,955 Shares are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan Company Equity Plan; (vi) 1,717,900 Shares are reserved for future issuance under the "Company ESPP"); , and (iiivii) 118,000 7,514,937 Shares are reserved for future issuance upon conversion of the Company Convertible Notes. Section 4.4(c) of the Company Disclosure Schedule contains a true, correct and complete list, as of the close of business on the Reference Date, of (A) the name of each holder of Company Options or Company RSUs, (B) the number of Shares subject to each such outstanding Company Option and Company RSU, (C) the vesting schedule of each such Company Option and Company RSU, (D) the grant date of each such Company Option and Company RSU, and (E) the per share exercise price and expiration date of each such Company Option. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company Equity Plan and Company Prior Plan covering the Company Stock Awards outstanding as of the Agreement Date and the forms of all agreements evidencing such Company Stock Awards. Each Company Stock Award that is outstanding as of the Agreement Date has been made in accordance with applicable Law and the Company Equity Plan and Company Prior Plan, as applicable, in each case, in all material respects. Other than as set forth in this Section 4.4(c) and Section 4.4(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Acquired Companies. (d) As of the close of business on the Reference Date, there was $201,250,000 aggregate principal amount of the Company Convertible Notes. As of the close of business on the Reference Date, assuming that the Closing had taken place on such date (and for hypothetical purposes assuming that the trading price of the Shares during the five (5) trading days prior to the Closing is equal to $6.11 per Share on each such trading day), the Conversion Rate (as defined in the Indenture) for the Company Convertible Notes would have been equal to 37.3413 shares of Company Common Stock are reserved for future issuance pursuant per $1,000 of outstanding principal amount. Other than the Transactions, there has been no event, condition or development that has resulted in an adjustment to stock options granted and outstanding the Conversion Rate under the Company's 1995 Director Option Plan. Company Convertible Notes. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options."e) The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of Except for shares of Company Common Stock subject to such reserved for future issuance under the Company Option; (iv) ESPP, the exercise (1) outstanding purchase rights under the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except ESPP or as set forth in Section 4.4(e) of the Company Disclosure Schedule Schedule, as of the Reference Date, there is no: are no (i) outstanding subscriptionshares of capital stock, optionor other equity interest in, callany Acquired Company, warrant (ii) outstanding subscriptions, options, calls, warrants, rights or right obligations (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other rights or obligations that are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock of, ordinary shares of, other equity interests in or other securities of any Acquired Company; and (iii) other than with respect to the Company Convertible Notes, outstanding securities, instruments, bonds, debentures, notes or any other Acquired Corporation; (ii) outstanding security, instrument or obligation obligations that is are or may become convertible into or exchangeable for any shares of capital stock of, ordinary shares of, other equity interests in or other securities of any Acquired Company. (f) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have has been duly authorized and are authorized, validly issued, are is fully paid and nonassessable nonassessable, was issued in accordance with applicable Law, is not subject to or issued in violation of any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any similar right, and are (other than Company Common Stock) is owned by the Company, directly or indirectly, beneficially and of record by the Companyrecord, free and clear of all Encumbrances and any Encumbrancesother restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), except for such Encumbrances and restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 200,000,000 shares of Company Common Stock, $.001 par value, of which, which (A) 26,266,494 shares of Company Common Stock had been issued and were outstanding as of October 30March 16, 1997, 10,258,091 2012 (the “Capitalization Date”) and (B) 672,608 shares of Company Common Stock were issued and outstandingheld by the Company in its treasury as of the Capitalization Date; and (ii) 5,000,000 10,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which 500,000 shares have been designated as Series A Junior Participating Preferred Stock and of which no shares are outstandingoutstanding or are held by the Company in its treasury. (b) As of the Capitalization Date: (i) 74,396 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options; (ii) 787,177 shares of Company Common Stock are subject to issuance pursuant to outstanding Company RSUs; (iii) 1,335,905 shares of Company Common Stock are reserved for future issuance pursuant to the Company Equity Plans; (iv) 283,298 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP; and (v) 500,000 shares of Company Preferred Stock are reserved for future issuance pursuant to the Amended and Restated Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, dated as of August 3, 2009, as amended (the “Rights Agreement”). The Company has delivered or made available to Parent or its counsel copies of the Company ESPP, the Company Equity Plans and the forms of stock option and restricted stock unit agreements evidencing the Company Options and Company RSUs. (c) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights. As Except for options, rights, securities, agreements, instruments, obligations and plans referred to in Section 2.3(b), including the Rights under, and as such term is defined in, the Rights Agreement, as of the date of this Agreement, except for changes since the close of business on the Capitalization Date resulting from the exercise of Company Options, there are no shares of Company Common Stock held by any capital stock or other voting securities or equity interests of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in 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 equity securities of the Company or any other Acquired CorporationSubsidiary of the Company; (ii) stock appreciation right, redemption right, repurchase right, “phantom” stock right, performance units, interest in or right to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based awards or rights; (iii) outstanding security, instrument or obligation of the Company or any Subsidiary of the Company that is or may become convertible into or exchangeable for any shares of the capital stock or other securities equity security of the Company or any other Acquired CorporationSubsidiary of the Company; or (iiiiv) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other equity securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all Section 2.3(d) of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization a true and record and beneficial ownership complete list of each Subsidiary of the outstanding securities Company, including its jurisdiction of each Acquired Corporationformation. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it or any of its Subsidiaries under any obligation to form or participate in, provide funds to or make any loan, capital contribution, guarantee, credit enhancement or other investment in any Person. All of the outstanding shares of capital stock or other equity interests of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are (other than Company Common Stock) wholly owned beneficially and of record by the Company or a Subsidiary of the Company, free and clear of any Encumbrancesencumbrances. (e) The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 60,000,000 shares of Company Common Stock, $.001 par value, of which, which 34,791,879 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 10,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none 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. As None of the date of this Agreement, there are no Symyx Corporations (other than the Company) holds any shares of Company Common Stock held by or any rights to acquire shares of the other Acquired Corporations. 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 participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof 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 Acquired Corporation 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 Acquired 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 securities forfeiture of any Acquired Corporationa vesting condition. (bc) As of the October 30, 1997date of this Agreement: (i) 843,149 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 stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 1999 Employee Stock Purchase Plan (the "“Company ESPP"”); and (iii) 118,000 300,675 shares of Company Common Stock are reserved for future issuance pursuant to stock options 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 and outstanding under the Company's 1995 Director Company Option Plan. Plans. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options."d) The Company Disclosure Schedule has Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementAgreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder 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 OptionEquity Award; (ivv) the exercise per share exercise price (1if any) of such Company Equity Award; (vi) the name applicable vesting schedule (including a description of any acceleration provisions), and the holder of extent to which such warrantCompany Equity Award is vested and exercisable, if applicable; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4vii) the date on which such warrant Company Equity Award was issuedgranted; (5) the conditions, if any, limiting exercise of such warrant and (6viii) the date on which such warrant expiresCompany 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 delivered Made Available to Parent an accurate and complete copy 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 warrantCompany 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. (ce) Except as set forth in the Company Disclosure Schedule 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 Company or any other Acquired CorporationSymyx 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 Company or any other Acquired CorporationSymyx Corporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation 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 may 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteSymyx Corporations. (df) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary Company Equity Awards and other securities of the Company Symyx Corporations, have been issued and granted in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (eg) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) 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) 50,000,000 of 55,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued Stock and outstanding; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of October 21, $.001 par value2003, none 26,774,480 shares of which Company Common Stock have been issued and are outstanding and no shares of the Company Preferred Stock have been issued and are outstanding. No shares of Company Common Stock are held in the Company’s treasury or held by any of the Company’s Subsidiaries. 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, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iii) . There is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Acquired Corporation Contract between other Persons, 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)of, any shares of Company Common StockStock other than the Company Voting Agreements. None of the 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 any other securities of any Acquired CorporationStock. (b) As of the October 3021, 19972003: (i) 843,149 600,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive 2003 Stock Option Plan, of which options to acquire 120,000 shares of Company Common Stock are outstanding; (ii) 125,995 3,500,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options under the Company's 1995 Employee 2001 Nonstatutory Stock Purchase Plan (the "ESPP")Option Plan, of which options to acquire 2,332,027 shares of Company Common Stock are outstanding; and (iii) 118,000 1,500,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director 2000 Stock Option Plan, of which options to acquire 1,405,993 shares of Company Common Stock are outstanding; and (iv) 9,100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Restated 1990 Stock Option Plan, of which options to acquire 2,052,605 shares of Company Common Stock are outstanding. (Stock options granted by the Company pursuant to the 1994 Incentive Company Stock Option Plan and Plans, as well as any stock options granted by Company outside of the 1995 Director Company Stock Option Plan Plans, are referred to in this Agreement collectively herein as "“Company Options."” Schedule 2.3(b) The of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this AgreementOctober 21, 2003: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company OptionOption and the number of such shares that have been exercised; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the current exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; (5vi) the conditions, if any, limiting exercise extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such warrant Company Option including any acceleration of vesting upon a change in control of the Company; (viii) the expiration date of the Company Option; and (6ix) the date on period of time following termination of employment during which such warrant expiresthe Company Option may be exercised if not expired. The Company has delivered or made available to Parent an accurate and complete copy copies of each all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such warrantoptions. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in the Company Disclosure Schedule Section 2.3(a) or Section 2.3(b) above, 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”); or (iv) or Contract under which any of the Company or any other Acquired Corporation is Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or securities (“Company Rights Agreements”) (items (i) through (iv) condition or circumstance that may reasonably 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 the above, collectively, “Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteStock Rights”). (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Options and all outstanding shares of capital stock of each subsidiary Subsidiary of the Company have been issued and granted in compliance in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable Contracts. (e) The to the issuance of Company Disclosure Schedule sets forth Common Stock, granting of Company Options and/or the capitalization and record and beneficial ownership issuance of the outstanding securities shares of each Acquired Corporationcapital stock of any Company Subsidiary. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and and, except as required by Legal Requirements applicable to each of the Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances. Schedule 2.3(d) sets forth all entities (other than Subsidiaries) in which any of the Acquired Corporations has any ownership interest and the amount of such interest.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 of 40,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30March 31, 19972000, 10,258,091 10,482,963 shares were (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) 5,000,000 . The Company does not have any shares of preferred stockstock authorized. As of March 31, $.001 par value2000, none there were 88,363 shares of which are outstandingCompany Common Stock available for purchase pursuant to the Company's Employee Stock Purchase Plan. 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 AgreementMarch 31, 2000, there are were no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired CorporationsCompanies. Except as set forth in Part 2.3(a)(ii) of the Company Disclosure Schedule: Letter, (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financings, right to maintain a percentage ownership position, 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 Acquired Corporation 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 shares of Company Common Stock. None Upon consummation of the Acquired 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 become obligated, the Company has the right to repurchase, redeem or otherwise acquire reacquire any outstanding shares of Company Common Stock or any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in 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 the Company or any other Acquired Corporation; (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 the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.will,

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 20,000,000 shares of Company Common Stock, $.001 par value, of which, which 7,908,022 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 1,000,000 shares of preferred stockPreferred Stock, $.001 .10 par valuevalue per share, none of which no shares have been issued or are outstanding. Except as set forth in Part 3.3(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. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 3.3(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 participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired CorporationStock. (b) As of the October 30, 1997date of this Agreement: (i) 843,149 0 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's Director Equity Compensation Plan; (ii) 350,500 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (iii) 66,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1986 Stock Option Plan; (iv) 92,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1991 Stock Option Plan; and (v) 354,172 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 2002 Employee Stock Purchase Plan (the "ESPP"); and (iii. Part 3.3(b) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; (5vi) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) whether the vesting and/or exercisability of such warrant Company Option shall accelerate in connection with the transactions contemplated by this Agreement; and (6viii) the date on which such warrant Company Option expires. The Company has delivered to Parent an accurate and complete copy copies of each all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such warrantoptions. (c) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteAcquired Corporations. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of March 23, 2012, the authorized capital stock of the Company consists of: (i) 50,000,000 150,000,000 shares of Company Common Stock, $.001 par value, of which, as of October 30, 1997, 10,258,091 which 90,405,097 shares were have been issued and are outstanding; and (ii) 5,000,000 15,000,000 shares of preferred stock, $.001 par value, none Company Preferred Stock (1,000,000 of which have been designated as Series A Junior Participating Preferred Stock), of which no shares have been issued or are outstanding. The Company holds 1,299,248 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date of this Agreement, there are no Opnext Corporations (other than the Company) holds any shares of Company Common Stock held by or any rights to acquire shares of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: Common Stock. (b) (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right, except that the Company Restricted Stock is subject to forfeiture or a right of repurchase in favor of the Company; (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) except as set forth in Part 2.3(b)(iii) of the Company Disclosure Schedule, there is no Acquired Corporation 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 StockStock or any securities of any Significant Subsidiary of any of the Opnext Corporations. None of the Acquired Opnext 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 any other securities of any Acquired Corporationsecurities. (bc) As of March 23, 2012, 1,000,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the October 30rights (the “Rights”) issued pursuant to the Rights Agreement, 1997dated as of June 18, 2009, between the Company and American Stock Transfer & Trust Company, LLC (the “Company Rights Agreement”). (d) As of March 23, 2012: (i) 843,149 10,494,768 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 596,024 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option PlanCompany RSUs; (iiiii) 125,995 470,610 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP")settlement of Company SARS; and (iiiiv) 118,000 15,264,369 shares of Company Common Stock are reserved for future issuance pursuant to stock options equity awards not yet granted and outstanding under the Company's 1995 Director Option Company Equity Plan. . (Stock options granted by e) Part 2.3(e) of the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule contains a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementAgreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder of such Company Equity Award and the location of his/her residence; (iii) the number of shares of Company Common Stock subject to such Company OptionEquity Award; (iv) the exercise per share exercise price (1if any) of such Company Equity Award; (v) the name of applicable vesting schedule, and the holder of extent to which such warrantCompany Equity Award is vested and exercisable, if applicable; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4vi) the date on which such warrant Company Equity Award was issuedgranted; (5) the conditions, if any, limiting exercise of such warrant and (6vii) the date on which such warrant Company Equity Award expires; (viii) if such Company Equity Award is a Company Option, whether such Company Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (ix) if such Company Equity Award is in the form of Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (x) if such Company Equity Award is a Company SAR, whether such Company SAR is to be settled in cash or in shares of Company Common Stock. The Company has delivered Made Available to Parent an accurate and complete copy copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all Company Equity Award agreements evidencing such Company Equity Awards. The exercise price per share 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 warrantCompany Option pursuant to the equity plan pursuant to which such Company Option was granted. 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, 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). (cf) Except as set forth in Sections 2.3(a), 2.3(c) or 2.3(d) or in Part 2.3(e) of the Company Disclosure Schedule Schedule, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Company or any other Acquired CorporationOpnext 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 Company or any other Acquired CorporationOpnext Corporations; (iii) shareholder outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Opnext Corporations; or (iv) stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Opnext Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (dg) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary options and other securities of the Company Opnext Corporations, have been issued and granted in compliance in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (eh) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights. All of the outstanding shares and all other securities of each of the Company’s Subsidiaries are (other than Company Common Stock) owned beneficially and of record by the CompanyCompany (except with respect to those Company Subsidiaries organized under the laws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 2.3(h) of the Company Disclosure Schedule), free and clear of any EncumbrancesEncumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of 18,000,000 Shares (including Company Common Stock, $.001 par valueRestricted Shares), of whichwhich 11,509,269 Shares were issued and outstanding and no Shares were issued and held in the treasury of the Company, in each case, as of October 30the close of business on January 15, 1997, 10,258,091 shares were issued and outstanding2015; and (ii) 5,000,000 1,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which are outstandingno shares were issued and outstanding (or held in treasury) as of the close of business on January 15, 2015. Between the close of business on January 15, 2015 and the date of this Agreement, the Company has not issued shares of capital stock or other securities of the Company, other than upon the exercise of Company Options or the vesting or settlement of Company Stock Awards, in each case, outstanding as of the close of business on January 15, 2015, pursuant to the terms of such Company Options or Company Stock Award. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. . (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, antidilutive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; (iv) there is no Acquired Corporation 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 StockShares. None of the 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 Shares or other Company Common Stock or any other securities of any Acquired Corporationsecurities. (bc) As of the October 30date of this Agreement, 1997: the Company has no shares of capital stock reserved for issuance, except for (i) 843,149 shares of Company Common Stock are reserved for future 530,915 Shares subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; Company Equity Plans, and (ii) 125,995 175,000 shares of Company Common Series B Preferred Stock are reserved for future subject to issuance under upon the Company's 1995 Employee Stock Purchase exercise of rights issued pursuant to the Shareholder Rights Plan (the "ESPP"); and (iii) 118,000 shares an indeterminate number of Company Common Stock are reserved for future Shares subject to issuance pursuant to stock options granted and outstanding the ESPP as of February 28, 2015, the end of the current offer period under the Company's 1995 Director Option PlanESPP. (Stock options granted by The Company has made available to Parent or Parent’s Representatives in the Data Room prior to the date of this Agreement true and complete copies of the ESPP and all Company Equity Plans covering the Company pursuant to the 1994 Incentive Stock Option Plan Options and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option Restricted Shares outstanding as of the date of this Agreement: , the forms of all stock award agreements evidencing such Company Options and Company Restricted Shares (i) and any other stock award agreements to the particular plan extent there are material variations from the form of agreement). Each outstanding Company Option was granted in compliance in all material respects with all applicable Law and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued. Part 3.3(c) of the Company Disclosure Schedule contains a correct and complete list of each outstanding Company Option and Company Stock Award as of the date of this Agreement, including the holder’s name, date of grant, exercise or purchase price (if applicable), number of Shares subject thereto, number of Shares subject thereto that have vested as of such date, vesting schedule, whether any Company Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), and the Company Equity Plan under which such Company Option and Company Stock Award was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (cd) All of the outstanding capital stock, ownership interests in and other securities of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Part 3.3(d) of the Company Disclosure Schedule, are owned, directly or indirectly, by the Company, free and clear of any Encumbrance. Except as set forth in Part 3.3(d) of the Company Disclosure Schedule, none of the Acquired Corporations owns any capital stock, ownership interests in or other securities of any Person, except for securities in another Acquired Corporation. (e) Except as set forth in Part 3.3(e) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Company or any other Acquired CorporationCorporations; (ii) outstanding security, instrument instrument, bond, debenture, note 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 Company Acquired Corporations or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue issue, or register, any shares of its capital stock or any other securities; or (iv. Except as set forth in Part 3.3(e) condition or circumstance that may reasonably give rise to or provide a basis of the Company Disclosure Schedule and except for the assertion of Voting Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which any Acquired Corporation is a claim by any Person party relating to the effect that such Person is entitled to acquire voting or receive disposition of any shares of the capital stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness granting to any Person or group of the Company outstanding having Persons the right to vote elect, or to designate or nominate for election, a director to the Board of Directors (or convertible into securities having the right to votesimilar governing body) on of any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All dividends or distributions on securities of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule that have been duly authorized and are validly issued, are fully declared on or prior to the date of this Agreement have been paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrancesin full.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value, of which, which 23,001,126 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares are outstanding. Except as set forth in Part 3.3(a) 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. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 3.3(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 participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation 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 shares of Company Common Stock. None of the Acquired Corporations 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 any other securities of any Acquired CorporationStock. (b) As of the October 30, 1997date of this Agreement: (i) 843,149 500,000 shares of Company Preferred Stock, designated Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the "COMPANY RIGHTS") issued pursuant to the Rights Agreement; and (ii) 3,711,751 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 2000 Equity Incentive Stock Option Plan; Plan (ii) 125,995 options to purchase shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the referred to in this Agreement as "ESPPCOMPANY OPTIONS"); and (iii) 118,000 52,534 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under warrants (the Company's 1995 Director Option Plan"COMPANY WARRANTS"). (Stock options granted by Part 3.3(b) of the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optioneeoptionee or warrantholder; (iii) the number of shares of Company Common Stock subject to such Company OptionOption or Company Warrant; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option or Company Warrant; (4v) the date on which such warrant Company Option or Company Warrant was issuedgranted; (5vi) the conditionsapplicable vesting schedule, if any, limiting exercise and the extent to which such Company Option or Company Warrant is vested and exercisable as of such warrant the date of this Agreement; and (6vii) the date on which such warrant Company Option or Company Warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in Part 3.3(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 the Company or any other Acquired CorporationCompany; (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 the Company or any other Acquired CorporationCompany; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompany. (d) All outstanding capital stock, options and other securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations corporations, if any, identified in Part 3.1(a) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) 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) 50,000,000 200,000,000 shares of Company Common Stock, $.001 par value, of which, which 48,268,495 shares had been issued and were outstanding as of October 30the close of business on July 29, 1997, 10,258,091 shares were issued and outstanding2013; and (ii) 5,000,000 10,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. . (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is are subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Acquired Corporations 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 any other securities. The Company Common Stock constitutes the only outstanding class of securities of any Acquired Corporationthe Company registered under the Securities Act. (bc) As of the October 30close of business on July 29, 19972013: (i) 843,149 4,519,867 shares of Company Common Stock are reserved for future were subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option 2010 Plan; (ii) 125,995 359,500 shares of Company Common Stock are were subject to issuance pursuant to Company Options granted and outstanding under the 2010 Director’s Plan; (iii) 85,000 shares of Company Common Stock were estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the on the purchase date for the current offering period was equal to the Offer Price); (iv) 631,040 shares of Company Common Stock were subject to issuance pursuant to Company Options granted and outstanding under the 2006 Plan; (v) 1,565,134 shares of Company Common Stock were subject to issuance pursuant to the Company Warrants; (vi) 5,366,003 shares of Company Common Stock were reserved for future issuance under Company Equity Plans; and (vii) 442,471 shares of Company Common Stock were reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (ESPP. As of the "ESPP"close of business on July 29, 2013, the weighted average exercise price of the Company Options outstanding as of that date was $4.9947. Other than as set forth in this Section 3.3(c); and (iii) 118,000 shares of Company Common Stock are , there is no issued, reserved for future issuance pursuant to issuance, outstanding or authorized stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information option, stock appreciation, phantom stock; profit participation or similar rights or equity-based awards with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrantCompany. (cd) Except as set forth in this Section 3.3 or in Part 3.3(d) of the Company Disclosure Schedule Schedule, there is are no: (i) outstanding subscriptionshares of capital stock of, optionor other equity interest in, callthe Company or Company Equity Awards, warrant other than Company Options; (ii) outstanding subscriptions, options, calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any Company, in each case other Acquired Corporationthan derivative securities not issued by the Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company Company; or any other Acquired Corporation; (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 30,000,000 shares of Company Common Stock, $.001 par valuevalue per share, of which, which 5,788,642 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 shares of preferred stockPreferred Stock, $.001 par valuevalue per share, none of which 1,428,572 shares have been issued and are outstanding. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Schedule 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any Company Preferred Stock. The Company is the sole owner of each outstanding share of capital stock and/or other securities equity interests in each Company Subsidiary. The exercise prices of any Acquired Corporationall of the Company Warrants exceed the Signing Date Closing Price. (b) As of the October 30, 1997date of this Agreement: (i) 843,149 1,191,489 shares of Company Common Stock are reserved for future subject to issuance pursuant to stock outstanding options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 to purchase shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option PlanStock. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan Company's stock option plans and the 1995 Director Option Plan otherwise are referred to in this Agreement as "Company Options.") ). The Company Disclosure Schedule sets forth has made available to Parent (A) accurate and complete copies of all stock option plans pursuant to which the following information with respect to Company has ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Company Option outstanding as of the date of this Agreement: ; (iii) the particular plan (if any) pursuant to which such Company Option was granted; (iiiii) the name of the optionee; (iiiiv) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3v) the exercise price of such warrantCompany Option; (4vi) the date on which such warrant Company Option was issuedgranted; (5vii) the conditionsapplicable vesting schedules, if any, limiting exercise and the extent to which such Company Option is vested and exercisable as of such warrant the date of this Agreement; and (6vii) the date on which such warrant Company Option expires. The As of the date of this Agreement, 585,818 shares of Company has delivered Common Stock are reserved for future issuance pursuant to Parent an accurate and complete copy of each such warrantthe Company's 1997 Employee Stock Purchase Plan (the "ESPP"). (c) Except as set forth in Schedule 2.3(c) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, optionoption (other than Company Options described under Section 2.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any other Acquired CorporationCompany Subsidiary; (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 the Company or any other Acquired CorporationCompany Subsidiary; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteSubsidiary. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Stock and all outstanding shares of capital stock of each subsidiary of the Company Preferred Stock have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 shares of Company Common Stock, $.001 par value110,000,000 Shares, of which, which 48,356,839 Shares have been issued or are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe close of business on the Reference Date; and (ii) 5,000,000 10,000,000 shares of preferred stock, $.001 par valueCompany Preferred Stock, none of which are outstandingissued or outstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: . (i) none None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote and (iv) there is no Acquired Corporation 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 Shares. The Company Common Stock. None of the Acquired Corporations 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 Shares. The Company Common Stock or any other constitutes the only outstanding class of securities of any the Acquired CorporationCorporations registered under the Securities Act. All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (bc) As of the October 30, 1997close of business on the Reference Date: (i) 843,149 5,025,163 Shares are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 635,165 Shares are issuable upon the settlement of Company RSU Awards, and (iii) 37,153 shares of Company Common Stock are reserved for future issuance pursuant estimated to stock options granted and be subject to outstanding purchase rights under the Company's 1994 Incentive Stock Option Plan; ESPP (ii) 125,995 shares assuming that the closing price per share of Company Common Stock are reserved as reported on the purchase date for future issuance under the Company's 1995 Employee Stock Purchase Plan (current offering period was equal to the "ESPP"Offer Price); and (iii) 118,000 shares . As of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by close of business on the Reference Date, the weighted average exercise price of the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement Options outstanding as "Company Options.") of such date was $3.98 per Share. The Company Disclosure Schedule sets forth has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the following information with respect to each Company Option Options and Company RSU Awards outstanding as of the date of this Agreement: (i) Agreement and the particular plan pursuant to which forms of agreements evidencing such Company Options and Company RSU Awards. Other than as set forth in this Section 3.3(c) and Section 3.3(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance stock award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. No Company Option was granted; (ii) the name or Company RSU Award is subject to Section 409A of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrantCode. (cd) Except as set forth in this Section 3.3, as of the Company Disclosure Schedule close of business on the Reference Date, there is are no: (i) outstanding subscriptionshares of capital stock, optionor other equity interest in the Acquired Corporations; (ii) outstanding subscriptions, calloptions, warrant calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock or other securities of the Company units, stock-based performance units or any other Acquired Corporation; (ii) outstanding securityrights that are linked to, instrument or obligation that the value of which is in any way based on or may become convertible into or exchangeable for any shares derived from the value of the capital stock or other securities of the Company or any other Acquired Corporation; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.securities

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value100,000,000 Shares, of which, which 45,690,547 Shares have been issued and are outstanding as of the close of business on October 307, 1997, 10,258,091 shares were issued and outstanding2021; and (ii) 5,000,000 shares of the Company’s preferred stock, $.001 0.001 par valuevalue per share, none of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: . (i) none None of the outstanding shares of Company Common Stock is Shares are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Shares. The Company Common Stock. None of the Acquired Corporations 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 Shares or other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company or any other securities of any Acquired Corporationits Subsidiaries registered under the Securities Act. (bc) As of the close of business on October 307, 19972021: (i) 843,149 shares of Company Common Stock 7,415,095 Shares are reserved for future subject to issuance pursuant to stock options Company Stock Awards granted and outstanding under the Company's 1994 Incentive Stock Option Plan; Company Equity Plans and (ii) 125,995 shares of Company Common Stock 5,543,480 Shares are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); Company Equity Plans and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Company ESPP Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company Equity Plans covering the Company Stock Awards outstanding as of the Agreement Date and the forms of all agreements evidencing such Company Stock Awards Other than as set forth in this Section 4.4(c), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. Each Company Stock Award was granted with an accurate exercise price or initial per share price equal to or greater than the fair market value of the underlying Shares on the date of grant and complete copy has a grant date identical to the date on which the Company Board or compensation committee of each the Company Board actually awarded the Company Stock Award. Each Company Stock Award qualifies for the tax and accounting treatment afforded to such warrantCompany Stock Award in the Company’s tax returns and the Company’s financial statements, respectively. (cd) Except as set forth in this Section 4.4, as of the Company Disclosure Schedule close of business on the Business Day immediately preceding the Agreement Date, there is are no: (i) outstanding subscriptionshares of capital stock, optionor other equity interest in, callthe Company or any of its Subsidiaries; (ii) outstanding subscriptions, warrant options, calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock units, stock-based performance units or any other rights that are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any other Acquired Corporationof its Subsidiaries; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any other Acquired Corporationof its Subsidiaries; or (iiiiv) shareholder stockholder rights plan plans (or similar plan commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any other Acquired Corporation of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock or other voting securities of, or ownership interests in, each Subsidiary of the corporations identified in Company is owned by the Company Disclosure Schedule have been duly authorized and are validly issuedCompany, are fully paid and nonassessable and are (other than Company Common Stock) owned directly or indirectly, beneficially and of record by the Companyrecord, free and clear of any Encumbrancesall Encumbrances and transfer restrictions, except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) 50,000,000 shares of is NIS 2,000,000 divided into 200,000,000 Company Common Stock, $.001 par valueShares, of which, which 21,312,857 Company Shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstanding; and (ii) 5,000,000 shares the date of preferred stock, $.001 par value, none of which are outstandingthis Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are no shares of Company Common Stock Shares held by any of the other Acquired CorporationsCompanies. Except as set forth in the No holder of any Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock Shares, is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right of maintenance or similar right to maintain a percentage ownership position, or any similar rightpurchase Company Shares from the Company; (ii) none of the outstanding shares Company Shares, and no holder of Company Common Stock Shares, is subject to any right of first refusal in favor of any of the CompanyAcquired Companies; and (iii) there is no Acquired Corporation Company Contract to which the Company is a party, or, to the Knowledge of the Company, any other Acquired 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 shares of Company Common StockShares. None of the Acquired Corporations Companies 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 any other securities of any Acquired CorporationShares. (b) As of the October 30, 1997: date of this Agreement (i) 843,149 shares of 5,602,866 Company Common Stock Shares are reserved for issuance pursuant to outstanding options to purchase Company Shares and outstanding Company RSUs, and (ii) 281,157 Company Shares are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to Share Plans. Part 3.3(b) of the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option Compensatory Award outstanding as of the date of this Agreement: Agreement (i) the particular plan Company Share Plan pursuant to which such Company Option Compensatory Award was granted; , (ii) the name of the optionee; , (iii) the type of Company Compensatory Award, (iv) the number of shares of Company Common Stock Shares subject to such Company Option; Compensatory Award, (ivv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the any applicable exercise price or purchase price of such warrant; Company Compensatory Award, (4vi) the date on which such warrant Company Compensatory was issued; granted, (5vii) the conditionsapplicable vesting schedule (including details as to the circumstances in which vesting will be accelerated), and the extent to which such Company Compensatory Award is vested and, if anyapplicable, limiting exercise exercisable as of the date of this Agreement, (viii) whether such warrant Company Compensatory Award was granted with terms that would allow it to qualify for any special Tax treatment, and (6ix) the date on which such warrant Company Compensatory Award expires. The Company has delivered made available to Parent an accurate and complete copy copies of the Company Share Plans and any other option plans or other incentive plans pursuant to which there are outstanding Company Compensatory Awards, and the forms of all option and other equity award agreements evidencing such outstanding Company Compensatory Awards. The Company Share Plans and each other option plan and other incentive plan of the Company are qualified under Section 102 of the Israeli Tax Ordinance, and all actions necessary to maintain the qualification of the Company Share Plans and each such warrantother option plan or other incentive plan under Section 102 of the Israeli Tax Ordinance have been taken. (c) Except as set forth in The Company owns, beneficially and of record, all of the issued and outstanding shares or other equity interests of each of its Subsidiaries. All of the outstanding shares of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned by the Company Disclosure Schedule there free and clear of any Encumbrances, except for restrictions on transfers arising under applicable securities laws. (d) There is no: no (i) outstanding subscription, option, call, warrant or right (right, in each case whether or not currently exercisable) , to acquire from an Acquired Company any shares of the capital stock or other securities of the Company or any other such Acquired Corporation; Company, (ii) outstanding security, instrument or obligation of an Acquired Company that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company any Acquired Company, or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill") ,” or Contract under which the any Acquired Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; . No holder of any debt security or (iv) condition indebtedness of any of the Acquired Companies, and no other creditor of any of the Acquired Companies, has or circumstance that may reasonably give rise to acquire any general voting rights or provide a basis for the assertion of a claim by any Person other voting rights, approval rights or similar rights with respect to the effect that such Person is entitled Merger or with respect to acquire the election of directors or receive the business affairs of any shares of capital stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompanies. (de) All outstanding securities of all of the Acquired Corporations, including shares of Company Common StockShares, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Compensatory Awards and all outstanding shares of capital stock securities of each subsidiary Subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 235,000,000 shares of Company Common Stock, $.001 0.001 par valuevalue per share, of which, which 104,801,264 shares are issued and 101,535,580 shares are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe close of business on the Reference Date; and (ii) 5,000,000 shares of the Company’s preferred stock, $.001 0.001 par valuevalue per share (the “Company Preferred Stock”), consisting of (A) 2,709,300 shares of Series A Non-Voting Convertible Preferred Stock, none of which are outstandingoutstanding as of the close of business on the Reference Date, (B) 5,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share, none of which are outstanding as of the closing of business on the Reference Date and (C) 2,285,700 undesignated and unissued shares of Company Preferred Stock. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: . (i) none None of the outstanding shares of Company Common Stock is Shares are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of any Acquired Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Shares. The Company Common Stock. None of the Acquired Corporations 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 Shares or other securities. The Company Common Stock or any other constitutes the only outstanding class of securities of the Acquired Companies registered under the Securities Act. Other than the Support Agreements, there are no Contracts (including any Acquired Corporationvoting trusts) with respect to the voting of any Shares. (bc) As of the October 30, 1997close of business on the Reference Date: (i) 843,149 shares of Company Common Stock 14,230,910 Shares are reserved for future subject to issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option PlanCompany Options; (ii) 125,995 shares 1,223,900 Shares are subject to or otherwise deliverable in connection with outstanding time-vested Company RSUs; (iii) 0 Shares are subject to or otherwise deliverable in connection with outstanding performance-based Company RSUs, assuming a target level of performance under such performance-based Company Common Stock RSUs; (iv) 2,255,934 Shares are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP")Company Equity Plan; and (iiiv) 118,000 shares of Company Common Stock 2,051,033 Shares are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by upon exercise of the Company pursuant to Warrants. Section 4.4(c) of the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding contains a true, correct and complete list, as of the date close of this Agreement: business on the Reference Date, of (i) the particular plan pursuant to which such Company Option was granted; (iiA) the name of the optionee; each holder of Company Options, Company RSUs or Company Warrants, (iiiB) the number of shares of Company Common Stock Shares subject to each such outstanding Company Option, Company RSU or Company Warrant, (C) the vesting schedule of each such Company Option; Option and Company RSU, (ivD) the exercise grant date of each such Company Option and Company RSU, and (1E) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the per share exercise price and expiration date of each such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant Company Option and (6) the date on which such warrant expiresCompany Warrant. The Company has delivered or made available to Parent an accurate or Parent’s Representatives copies of the Company Equity Plan covering the Company Stock Awards outstanding as of the Agreement Date, the forms of all agreements evidencing such Company Stock Awards, and complete copy each Contract governing the terms of each such warrantoutstanding Company Warrant. Each Company Stock Award that is outstanding as of the Agreement Date has been made in accordance with applicable Law and the Company Equity Plan, in each case, in all material respects. Other than as set forth in this Section 4.4(c) and Section 4.4(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Acquired Companies. (cd) Except as set forth in Section 4.4(d) of the Company Disclosure Schedule Schedule, as of the Reference Date, there is no: are no (i) outstanding subscriptionshares of capital stock, optionor other equity interest in, callany Acquired Company, warrant (ii) outstanding subscriptions, options, calls, warrants, rights or right obligations (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other rights or obligations that are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock of, ordinary shares of, other equity interests in or other securities of the Company or any other Acquired CorporationCompany; and (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock of, ordinary shares of, other equity interests in or other securities of the Company or any other Acquired Corporation; (iii) shareholder Company. There is no stockholder rights plan (or similar plan commonly referred to as a "plan, “poison pill") ,” anti-takeover plan or Contract under other similar device in effect to which the Company is a party or any other Acquired Corporation by which it is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contractsbound. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock or other voting securities of, or ownership interests in, each Subsidiary of the corporations identified in the Company Disclosure Schedule have has been duly authorized and are authorized, validly issued, are is fully paid and nonassessable nonassessable, was issued in accordance with applicable Law, is not subject to or issued in violation of any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any similar right, and are (other than Company Common Stock) is owned by the Company, directly or indirectly, beneficially and of record by the Companyrecord, free and clear of all Encumbrances and any Encumbrancesother restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), except for such Encumbrances and restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 125,000,000 shares of Company Common Stock, $.001 par value, of which, which 7,259,236 shares are issued and outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe Reference Date; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares of Company Preferred Stock are outstandingissued or 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 None of the date of this Agreement, there are no Tetraphase Companies (other than the Company) holds any shares of Company Common Stock held by or any rights to acquire shares of the other Acquired Corporations. 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 participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof 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 Acquired Corporation 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 Acquired 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 securities forfeiture of any Acquired Corporationa vesting condition. (bc) As of the October 30, 1997Reference Date: (i) 843,149 160,307 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 2,506 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted the Tetraphase 2014 Employee Stock Purchase Plan (the “Company ESPP”) and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 0 shares of Company Common Stock are reserved for future issuance estimated to be subject to outstanding purchase rights under the Company's 1995 Employee Company ESPP (based on the fair market value of a share of Company Common Stock Purchase Plan as of the trading date one (1) trading date prior to the "ESPP"date of this Agreement); and (iii) 118,000 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 stock options equity awards not yet granted and outstanding under the Company's 1995 Director Company Option Plan. Plans; and (vi) 11,478,477 shares of Company Common Stock options granted by the Company are subject to issuance pursuant to Company Warrants. (d) Part 2.3(d) of the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information a complete and accurate list that sets forth with respect to each Company Option Equity Award outstanding as of the date of this AgreementReference Date the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company RSU, Company PRSU or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company OptionEquity Award; (ivv) the exerciseper share exercise price (if any) of such Company Equity Award; (vi) the date on which such Company Equity Award was granted; (vii) the date on which such Company Equity Award expires (if applicable); and (viii) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. 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 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 Tetraphase Companies. (1e) 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 warrantCompany Warrant; (2ii) the number of shares of Company Common Stock subject to such warrantCompany Warrant; (3iii) the per share exercise price of such warrantCompany Warrant; and (4iv) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant Company Warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (cf) Except as set forth in Sections 2.3(a), 2.3(c) or 2.3(d), as of the Company Disclosure Schedule 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 Company or any other Acquired CorporationTetraphase 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 Company Tetraphase Companies; or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation 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 may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (dg) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary options and other Company Equity Awards and other securities of the Company Tetraphase Companies, have been issued and granted in compliance in all material respects in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (eh) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are (other than Company Common Stock) 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) of 50,000,000 shares of Company Common Stock, and 20,000 shares of preferred stock, par value $.001 par value, 0.01 per share (“Company Preferred Stock”). As of which, as of October June 30, 1997, 10,258,091 2012 (the “Capitalization Date”): (i) 6,509,749 shares of Company Common Stock were issued and outstanding; and (ii) 5,000,000 no shares of preferred stock, $.001 par value, none Company Preferred Stock were issued or outstanding; (iii) 207,878 shares of which Company Common Stock were held in the treasury of the Company; and (iv) 1,014,876 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans or otherwise are outstandingreferred to collectively herein as “Company Options”). All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired CorporationsCompany’s Subsidiaries. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation 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 shares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any other securities Stock. All Company Options have been granted pursuant to and in accordance with the terms and conditions of any Acquired Corporationthe Option Plans, applicable law and Nasdaq listing rules and regulations. (b) As Part 3.4(b) of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this AgreementCapitalization Date: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iiiii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3iii) the exercise price of such warrantCompany Option; (4iv) the date on which such warrant Company Option was issuedgranted; (5v) whether such Company Option was issued under the Option Plans and whether such Company Option is a non-statutory option or an incentive stock option as defined in Section 422 of the Code; (vi) the conditionsnumber of shares, if any, limiting exercise of with respect to which such warrant option has been exercised; and (6vii) the date on extent to which such warrant expires. The Company has delivered to Parent an accurate Option is vested and complete copy exercisable as of each such warrantthe Capitalization Date. (c) Except as set forth in the Company Disclosure Schedule Section 3.4(a) or Section 3.4(b) above, there is noare: (i) no outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company or any other Acquired Corporation; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock of, or other equity or voting interest in, the Company; (iii) no outstanding options, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock or of the Company, being referred to collectively as “Company Securities”); and (v) no other securities of obligations by the Company or any other Acquired Corporation; (iii) of its Subsidiaries to make any payments based on the price or value of the Company Securities. Except as contemplated by Section 1.4 of this Agreement, there is no rights agreement, shareholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Options and all outstanding shares of capital stock of each subsidiary other securities of the Company have been issued and granted in all material respects in compliance with with: (i) all applicable securities laws Laws and other applicable Legal Requirements, Laws; and (ii) all requirements set forth in applicable ContractsContracts and the Option Plans. All Option Plans have been properly approved by the Company’s shareholders. All Company Options have been validly issued and properly approved by the Company Board and have been properly accounted for in accordance with GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Company SEC Documents. No Company Option has been granted with an exercise price lower than the fair market value of the underlying Company Common Stock on the date of the grant. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are (other than Company Common Stock) owned beneficially and of record by the Company or another wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) The entire authorized capital stock of the Company consists of: (i) 50,000,000 250,000,000 shares of Company Common Stockcommon stock, $.001 0.001 par value, of which, as of October 30, 1997, 10,258,091 shares were issued and outstandingvalue per share; and (ii) 5,000,000 116,000,000 shares of preferred stock, $.001 0.001 par valuevalue per share, none of which are 41,200,000 shares have been designated as Series A Preferred Stock and 74,382,633 shares have been designated as Series B Preferred Stock. There are, as of the date of this Agreement: (i) 72,557,485 shares of Company Common Stock issued and outstanding; (ii) 37,026,730 shares of Series A Preferred Stock issued and outstanding and; (iii) 74,382,633 shares of Series B Preferred Stock issued and outstanding. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Capital Stock held by any of the other Acquired Corporations. Except As of the date of this Agreement, and except as set forth in Part 2.3(a) of the Company Acquired Corporation Disclosure Schedule: (i) none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. None of the Acquired Corporations is under any obligation, obligation or is bound by any Contract contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any other securities of any Acquired CorporationCapital Stock. (b) As of the October 30date of this Agreement, 1997: (i) 843,149 5,527,850 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan common stock option plans (the "ESPPCompany Plans"); and , (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan Company Plans are referred to in this Agreement as "Company Options.") The and 2,663 shares of Company Common Stock are reserved and available for future issuance pursuant to future grants of stock options. Part 2.3(b) of the Acquired Corporation Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iiiii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3iii) the exercise price of such warrantCompany Option; (4iv) the date on which such warrant Company Option was issuedgranted; (5v) the conditions, if any, limiting exercise applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of such warrant the date of this Agreement; and (6vi) the date on which such warrant Company Option expires. The Company has delivered to Parent an accurate and complete copy of each such warrantthe Company Plans. (c) As of the date of this Agreement, 19,265,176 shares of Company Common Stock are reserved for future issuance pursuant to outstanding warrants to purchase Company Common Stock (the "Company Warrants"). The Company has delivered to Parent an accurate and complete copy of the forms of all such warrants. (d) Except as set forth in Part 2.3(a), Part 2.3(b) and Part 2.3(c) of the Company Acquired Corporation Disclosure Schedule Schedule, as of the date of this Agreement there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted by the Company to acquire any shares of the capital stock Company Capital Stock or other securities of the Company or any other Acquired CorporationCompany; (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 the Company or any other Acquired CorporationCompany; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock (iv) Company Capital Stock or any other securities; or (iv) condition or circumstance that may reasonably 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 Company Capital Stock or other securities of the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteCompany. (de) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Capital Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP Stock and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 shares of Company Common Stock, $.001 par value200,000,000 Shares, of which, which 137,616,082 Shares had been issued and were outstanding as of October 30the close of business on April 27, 1997, 10,258,091 shares were issued and outstanding2023 (the “Capitalization Date”); and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares are outstanding. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of In the date period between the Capitalization Date and the execution and delivery of this Agreement, there are no shares the Company has not issued any new Shares except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company Common Stock held by any RSUs outstanding as of the other Acquired Corporations. Except Capitalization Date in accordance with their terms or the exercise of Company Options outstanding as set forth of the Capitalization Date in accordance with their terms and, since the Capitalization Date, the Company Disclosure Schedule: has not issued any Company Options or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Capitalization Date. (ib) none All of the outstanding shares of Company Common Stock is the capital stock or ordinary shares, as applicable, of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is capital stock of the Acquired Corporations are subject to any right of first refusal in favor of the Companyany Acquired Corporation; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no 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 capital stock of the Acquired Corporations Corporations. No Acquired Corporation 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 any other capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Acquired CorporationShares. (bd) As of the October 30, 1997close of business on the Capitalization Date: (i) 843,149 shares of Company Common Stock are reserved for future 12,729,560 Shares were subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; Company Equity Plans, (ii) 125,995 shares 2,497,540 Shares were subject to issuance pursuant to Company RSUs and 198,432 Shares were subject to issuance pursuant to Company PSUs (determined at the maximum level of performance) granted and outstanding under the Company Common Stock are Equity Plans, (iii) 4,561,362 Shares were reserved for future issuance under Company Equity Plans and (iv) 676,853 Shares were reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "Company ESPP". Other than as set forth in this Section 2.3(d); and (iii) 118,000 shares of Company Common Stock , there are no issued, reserved for future issuance pursuant to issuance, outstanding or authorized stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to each the Company. (e) There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) Except (y) as set forth in this Section 2.3 and (z) for Company Option Options, Company RSUs and Company PSUs outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any Acquired Corporation, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any other Acquired Corporation; or (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (dg) All outstanding securities of all Section 2.3(g) of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization a listing of all Persons (either by name or employee identification number) who hold outstanding Company Options, Company RSUs and record and beneficial ownership Company PSUs as of the outstanding securities close of business on the Capitalization Date, indicating, with respect to each Acquired CorporationCompany Option, Company RSU and Company PSU, the number of Shares subject thereto, the date of grant, the vesting schedule, the per Share exercise price (if applicable), the expiration date and, with respect to Company Options, whether such Company Option is intended to be an incentive stock option (within the meaning of Section 422 of the Code). All of the outstanding shares of capital stock of the corporations identified Company Options, Company RSUs and Company PSUs are evidenced by award agreements in the Company Disclosure Schedule forms that have been duly authorized provided to Parent. (h) All outstanding Shares have been offered and are validly issuedissued in compliance in all material respects with all applicable securities Legal Requirements, are fully paid including the Securities Act and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances“blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 shares of Company Common Stock, $.001 par value35,000,000 Shares, of which, as of October 30, 1997, 10,258,091 shares which 19,683,903 Shares (including 714,289 Company Restricted Shares) were issued and outstandingoutstanding as of the close of business on January 29, 2016; and (ii) 5,000,000 10,000,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which are outstandingno shares were issued and outstanding as of the close of business on January 29, 2016. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully fully-paid and nonassessable. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. . (b) Except as set forth in the Company Disclosure Schedule: Charter Documents, (i) none of the outstanding shares of Company Common Stock is Shares are entitled or subject to any preemptive right, antidilutive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of Company Common Stock is Shares are subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the shareholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Shares. Neither the Company nor any of Company Common Stock. None of the Acquired Corporations its Subsidiaries 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 Shares or other Company Common Stock or any other securities of any Acquired Corporationsecurities. (bc) As of January 29, 2016, the October 30, 1997: (i) 843,149 Company has no shares of Company Common Stock are capital stock reserved for future issuance, except for 1,447,866 Shares subject to issuance pursuant to stock options Company Options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future Equity Plans, 12,010 Shares subject to issuance pursuant to stock options Company RSUs granted and outstanding under the Company's 1995 Director Option PlanCompany Equity Plans and an additional 57,164 Shares subject to issuance pursuant to Company Restricted Stock Awards with performance-based vesting. (Stock options granted by The Company has Made Available true and complete copies of all Company Equity Plans covering the Company pursuant to the 1994 Incentive Options, Company RSUs and Company Restricted Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option Awards outstanding as of the date hereof, and the forms of this Agreement: all award agreements evidencing such Company Options, Company RSUs and Company Restricted Stock Awards (i) and any other equity award agreements to the particular plan extent there are material variations from the form of agreement). Each Company Option, Company RSU and Company Restricted Stock Award was granted in compliance in all material respects with all Applicable Law and all of the terms and conditions of any Company Equity Plan pursuant to which such it was issued. The exercise price of each Company Option was granted; (ii) is no less than the name fair market value of a Share as determined on the optionee; (iii) the number date of shares grant of Company Common Stock subject to such Company Option; (iv. Part 3.2(c) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in the Company Disclosure Schedule there contains a correct and complete list of each outstanding Company Option, Company RSU and Company Restricted Stock Award as of January 29, 2016, including the holder’s name, date of grant, exercise or purchase price (if applicable), vesting schedule and the number of Shares subject thereto. (d) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully-paid and nonassessable and owned by the Company, free and clear of any material Encumbrance (except for Permitted Encumbrances). Neither the Company nor any of its Subsidiaries owns any voting interest in any Person except for the voting interests in the Company and its Subsidiaries. (e) There is no: (i) outstanding subscription, option, call, warrant warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Company or any other Acquired Corporationand its Subsidiaries; (ii) outstanding security, instrument instrument, bond, debenture, note 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 Company or any other Acquired Corporationits Subsidiaries; or (iii) shareholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) 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) 50,000,000 345,000,000 shares of Company Common Stock, $.001 par valueof which 270,000,000 shares have been designated Company Class A Common Stock, of which, which 47,168,505 shares are issued and outstanding as of October 30the close of business on the Measurement Date, 1997and of which 75,000,000 shares have been designated Company Class B Common Stock, 10,258,091 shares were none of which are issued and or outstanding; and (ii) 5,000,000 shares of preferred stock, $.001 par valueCompany Preferred Stock, none of which are issued or outstanding. 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, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: . (i) none None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation in future financingsrepurchase or forfeiture, right to maintain a percentage ownership positionof participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of any Acquired Company having a right to vote on any matters on which the stockholders of the Company have a right to vote and (iv) there is no Acquired Corporation 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 Acquired Corporations Companies is under any obligation, or nor is bound by there any Company Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares Shares. The Shares constitute the only outstanding class of Company Common Stock or any other securities of any Acquired Corporation. (b) As of the October 30, 1997: (i) 843,149 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding Acquired Companies registered under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares Securities Act. There are no Company Contracts or, to the knowledge of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information , voting trusts with respect to each Company Option the voting of any Shares. All outstanding as of Shares have been offered and issued in compliance in all material respects with all applicable securities Laws, including the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant Securities Act and (6) the date on which such warrant expires. The Company has delivered to Parent an accurate and complete copy of each such warrant“blue sky” Laws. (c) Except as set forth in As of the Company Disclosure Schedule there is noclose of business on the Measurement Date: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) 5,242,287 Shares are subject to acquire any shares of the capital stock or other securities of the issuance pursuant to Company or any other Acquired CorporationOptions; (ii) 501,371 Shares are subject to 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 the Company or any other Acquired CorporationRSUs (assuming applicable performance goals are satisfied at “target” levels); (iii) shareholder rights plan (or similar plan commonly referred 8,500 Shares are estimated to as a "poison pill") or Contract under which the Company or any other Acquired Corporation is or may become obligated be subject to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of the corporations identified in the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially and of record by the Company, free and clear of any Encumbrances.ESPP

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 50,000,000 200,000,000 shares of Company Common Stock, $.001 par value, of which, which 25,129,693 shares are issued and outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe day preceding the date of this Agreement; and (ii) 5,000,000 shares of preferred stockCompany Preferred Stock, par value $.001 par value0.001 per share, of which no shares are issued or outstanding. The Company holds 5,623,178 shares of Company Common Stock in its treasury, and none of which are outstandingthe 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. As of the date of this Agreement, there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in the Company Disclosure Schedule: (i) none None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation 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 shares of Company Common Stock. None of the 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. Part 3.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or any other securities of any Acquired Corporationotherwise). (b) As of the October 30, 1997day preceding the date of this Agreement: (i) 843,149 5,749,493 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options (whether granted and outstanding under the Company Plans or otherwise); (ii) 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 stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 ’s 2004 Employee Stock Purchase Plan (the "“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 (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a 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 (iiiif any) 118,000 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 and all other applicable Legal Requirements in all material respects, and the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date (as determined in accordance with the terms of the applicable Company Plans 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 are or Company Preferred Stock reserved for future issuance pursuant or otherwise subject to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to issuance, except as provided in this Agreement as "Company OptionsSection 3.3(b)." (c) The Company Part 3.3(c) of the Disclosure Schedule sets forth the following information with respect to each of the Company Option outstanding Options and Company Restricted Stock Units, as of the day preceding the date of this Agreement: (iA) the particular plan pursuant to which date of grant of such Company Option was grantedaward; (iiB) the name of the optioneevesting and/or exercisability schedule applicable to such award, including any special provisions for vesting/exercisability in exceptional circumstances; (iiiC) if applicable, the exercise or purchase price for such award; (D) the number of shares of outstanding, unvested Company Common Stock subject to such Company OptionOptions; (ivE) if applicable, the expiration date for such award; (F) the exercise (1) the name of jurisdiction in which the holder of such warrant; the award resides works and the jurisdiction in which the holder is employee, if different (2which information in this subsection (F) can be provided no later than two days following the number of shares date hereof), and (G) in the case of Company Common Options, whether or not such Company Stock subject Option is intended to such warrant; (3) qualify as an “incentive stock option” within the exercise price meaning of such warrant; (4) Section 422 of the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (6) the date on which such warrant expiresCode or as a qualified option under any tax-qualified regime in any non-U.S. jurisdiction. The Company has delivered to Parent an accurate and complete copy of each such warrant. (c) Except as set forth in on Part 3.3(c) of the Company Disclosure Schedule 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 Company or any other Acquired CorporationCorporations; (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 Company Acquired Corporations; or any other Acquired Corporation; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (d) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, Stock and all outstanding Company Options, all outstanding warrants to purchase Company Common StockRestricted Stock Units and other equity-based compensation awards (whether payable in equity, all outstanding rights under the ESPP cash or otherwise) and all outstanding shares of capital stock of each subsidiary other securities of the Company Acquired Corporations have been issued and granted in compliance in all material respects in compliance with with: (i) all applicable securities laws Legal Requirements and all other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (e) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights, rights of participation or similar rights and are (other than Company Common Stock) 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) 50,000,000 40,000,000 shares of Company Common Stock, $.001 par value, of which, which 9,899,671 shares have been issued and are outstanding as of October 30, 1997, 10,258,091 shares were issued and outstandingthe date of this Agreement; and (ii) 5,000,000 2,500,000 shares of preferred stockCompany Preferred Stock, $.001 par value, none of which no shares have been issued or are 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. As of the date of this Agreement, there There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(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 participation in future financingsparticipation, right to maintain a percentage ownership position, 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 Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the 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 any other securities of any Acquired CorporationStock. (b) As of the October 30, 1997date of this Agreement: (i) 843,149 150,000 shares of Company Preferred Stock, designated as Series A Junior Participating Cumulative Preferred Stock, are reserved for future issuance upon exercise of the rights (the "Rights") issued pursuant to the Shareholder Rights Agreement, dated as of April 29, 1996, between the Company and State Street Bank and Trust Company, as Rights Agent (the "Company Rights Agreement"); (ii) 1,898,562 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1995 Stock Option and Incentive Plan; (iii) 184,830 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Clare, Inc. Non-Qualified Stock Option Plan; and (iv) 541,471 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and ) (iii) 118,000 options to purchase shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options Stock, whether granted by the Company pursuant to the 1994 Incentive Stock Option Plan and Company's stock option plans, assumed by the 1995 Director Option Plan Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted, are referred to in this Agreement as "Company Options.") The Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrantCompany Option; (4v) the date on which such warrant Company Option was issuedgranted; (5vi) the conditionsapplicable vesting schedule, if any, limiting exercise the extent to which such Company Option is vested and exercisable as of such warrant and the date of this Agreement; (6vii) the date on which such warrant Company Option expires; and (viii) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. The Company has delivered to Parent an accurate and complete copy copies of each all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, the forms of all stock option agreements evidencing such warrantoptions and any stock option agreements that differ in any material respect from such forms of stock option agreements. (c) Except as set forth in Parts 2.3(b) and 2.3(c) of the Company Disclosure Schedule 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 Company or any other Acquired CorporationCorporations; (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 Company or any other Acquired CorporationCorporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company or any other Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, other than the Company Rights Agreement; or (iv) condition or circumstance that may reasonably 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 the Company or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to voteAcquired Corporations. (d) All outstanding shares of capital stock, options and other securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company Corporations have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. (e) The Except as set forth in Part 2.3(e) of the Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All Schedule, (i) all of the outstanding shares of capital stock of each of the corporations identified in the Company Disclosure Schedule Company's Subsidiaries having corporate form have been duly authorized and are validly issued, are fully paid and nonassessable and are free of preemptive rights, and (ii) all of the outstanding equity interests of each of the Company's Subsidiaries having a form other than Company Common Stockthat of a corporation have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and with respect to the equity interests described in either of clauses (i) or (ii) above, such equity interests have no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.