Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock of Parent or any of its Subsidiaries. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 22November 24, 20072001, 17,680,230 65,966,332 shares of Parent Common Stock were have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of the date of this AgreementNovember 24, no 2001, 360,701 shares of Parent Preferred Common Stock are issued or outstandingheld in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares each of the capital stock Significant Subsidiaries of Parent or have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of March 16, 2001, the authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 35,000,000 shares of Parent Common Stock were issued and outstanding(ii) 5,000,000 shares of preferred stock. As of the date March 16, 2001, 17,429,183 shares of this Agreement, no Parent Common Stock have been issued and are outstanding and 27,437 shares of Parent Preferred Stock are have been issued or are outstanding. No shares of capital stock of Parent are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 There are no shares of Merger Sub Parent Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as Stock held by any Parent Subsidiary. None of the date outstanding shares of this Agreement. Parent does not hold Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent and there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock. As of the date of this Agreement, neither Neither Parent nor Merger Sub any Subsidiary of Parent, is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22March 16, 2007, 4,661,933 2001: (i) 5,875,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted under Parent's 1997 Equity Incentive Plan and options to acquire 3,935,645 shares of Parent Common Stock are outstanding. Other than such ; (ii) 350,000 shares of Parent Common Stock are reserved for issuance, and an additional 350,000 subject to stockholder approval, pursuant to stock options under Parent's 1997 Non-Employee Directors' Stock Option Plan and except options to acquire 270,000 shares of Parent Common Stock are outstanding; (iii) 6,000,000 shares of Parent Common Stock are reserved for issuance pursuant to Parent's 1999 Equity Incentive Plan and options to acquire 3,998,183 shares of Parent Common Stock are outstanding; and (iv) 350,000 shares of Parent Common Stock are reserved for issuance, and an additional 1,000,000 subject to stockholder approval, pursuant to Parent's 1997 Employee Stock Purchase Plan (the "Parent ESPP"). (Stock options granted by Parent pursuant to the Parent Stock Option Plans or otherwise are referred to collectively herein as "Parent Options.") (c) Except as set forth in Part 3.3(bSection 3.3(a) of the Parent Disclosure Scheduleor (b) above, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any of its Subsidiaries.(items (i) through (iv), collectively, "Parent Stock Rights") (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of capital stock of each of the Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and, except for directors' qualifying shares, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Capitalization, Etc. (a) The As of the Capitalization Date, the authorized capital stock of Parent consists of: (i) 150,000,000 consisted of 70,000,000 shares of Parent Common Stock; , of which 16,500,050 shares were issued and outstanding (ii) 10,000,000 inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Preferred StockCommon Stock held in the treasury of the Company); and 5,000,000 shares of preferred stock, par value $0.0001 per share, of Parent, of which no shares were issued or outstanding. As of June 22, 2007, 17,680,230 the Capitalization Date: (i) 4,071,600 shares of Parent Common Stock were issued and outstanding. As held in the treasury of the date of this AgreementCompany, no (ii) 2,640,548 shares of Parent Preferred Common Stock were subject to issuance pursuant to outstanding stock options granted under the Parent Option Plans (stock options granted by Parent pursuant to the Parent Option Plans or otherwise are referred to collectively herein as "Parent Options"), (iii) 512,192 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued or outstandingpursuant to the Parent Option Plans (the "Parent RSUs") and (iv) 326,234 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 2003 Employee Stock Purchase Plan and the 2003 Foreign Subsidiary Employee Stock Purchase Plan (collectively, the "Parent ESPP"). All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 There are no shares of Merger Sub Parent Common Stock, Stock held by any of which 100 shares have been issued, all to Parent, and are outstanding as 's Subsidiaries. None of the date outstanding shares of this Agreement. Parent does not hold Common Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent and there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 Except as set forth in Section 4.4(a) above and except for rights under the Parent ESPP to purchase shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure ScheduleStock, as of the date of this Agreement 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 Parent or any of its Subsidiaries; Parent, (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its Subsidiariescapital stock or any other securities. (c) All outstanding capital stock and options shares of Parent Common Stock, Parent Options and Merger Sub were other securities of Parent have been issued and granted in compliance with (i) all applicable securities laws Laws and other applicable Legal RequirementsLaws and (ii) all requirements set forth in applicable Contracts. All outstanding Parent Options were granted with a per share exercise price no lower than the fair market value of one share of Parent Common Stock as of the grant date. All shares of Parent Common Stock subject to issuance pursuant to Parent Options and Parent 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. (d) The authorized capital stock of Merger Sub consists solely of 1,000 shares of Merger Sub Common Stock. As of the Agreement Date, there are 1,000 shares of Merger Sub Common Stock issued and outstanding. All of the shares of capital stock of Merger Sub have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent or another wholly-owned Subsidiary of Parent, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws. Merger Sub was formed solely for the purpose of effecting the Merger. Merger Sub has not and will not engage in any activities other than those contemplated by this Agreement and has, and will have as of immediately prior to the Effective Time, no liabilities other than those contemplated by this Agreement. (e) As of the Agreement Date, all membership interests of Merger LLC are issued and outstanding. All of the membership interests of Merger LLC have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws. Merger LLC was formed solely for the purpose of effecting the Upstream Merger. Merger LLC has not and will not engage in any activities other than those contemplated by this Agreement and has, and will have as of immediately prior to the Effective Time, no liabilities other than those contemplated by this Agreement.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 900,000,000 shares of Parent Common Stock; and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock, of which no shares are outstanding. As of June 22April 15, 20072005, 17,680,230 244,726,482 shares of Parent Common Stock were issued and outstanding. As No shares of Parent Common Stock have been issued by Parent during the period commencing on April 16, 2005 and ending on the date of this Agreement. As of April 15, no 2005, 33,445,812 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Options. No Parent Options have been granted during the period commencing on April 16, 2005 and ending on the date of this Agreement. (b) As of April 15, 2005, 200,000 shares of Parent Preferred Stock, designated as Series A Preferred Stock, were reserved for future issuance upon exercise of the rights issued pursuant to the Fourth Amended and Restated Rights Agreement dated as of July 1, 2000, between Parent and Computershare Investor Services, LLC, as Rights Agent. As of April 15, 2005: (i) 11,963,050 shares of Parent Common Stock are issued or outstandingwere reserved for future issuance pursuant to Parent's 1997 Employee Stock Purchase Plan (the "Parent ESPP"); and (ii) 7,802,379 shares of Parent Common Stock were reserved for future issuance pursuant to stock options not yet granted under Parent's stock option plans. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (bc) As of June 22Except as set forth in Sections 3.2(a) and 3.2(b), 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b3.2(c) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 180,000,000 shares of Parent Common Stock; and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock, $.01 par value per share. As of June 22August 24, 20072000, 17,680,230 125,768,295 shares of Parent Common Stock were have been issued and are outstanding and no shares of Parent's Preferred Stock have been issued or are outstanding. As of the date of this Agreementhereof, no shares of capital stock of Parent Preferred Stock are issued or outstandingheld in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22August 24, 20072000: (i) 15,482,750 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding under Parent's 1992 Stock Option Plan; (ii) 391,666 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding under Parent's 1997 Directors' Stock Option Plan; (iii) 2,664 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding Parent's 1982 Employee Incentive Stock Option Plan; (iv) 225,201 shares of Parent Common Stock are subject to issuance pursuant to Parent's Cimaron 1998 Stock Incentive Plan; (v) 3,697,029 shares of Parent Common Stock are subject to issuance pursuant to stock options granted and outstanding Parent's 2000 Equity Incentive Plan; (vi) 133,722 shares of Parent Common Stock are subject to stock options granted and outstanding under Parent's YuniNetwork's 1999 Equity Incentive Plan; and (vii) 53,328 shares of Parent Common Stock are subject to issuance under various other outstanding stock option agreements. In addition as of August 24, 4,661,933 2000, (i) 24,504 shares of Parent Common Stock are reserved for future issuance pursuant to stock Parent's 1997 Employee Stock Purchase Plan, and (ii) 1,163,858 shares are reserved for issuance under Parent's 1998 Employee Stock Purchase Plan. (Stock options granted by Parent pursuant to the 1992 Stock Option Plan, 1997 Directors' Stock Option Plan, 1982 Employee Incentive Stock Option Plan, Parent's Cimaron 1998 Stock Incentive Plan, Parent's 2000 Equity Incentive Plan and outstanding. Other than such stock other options and except outstanding to purchase Parent Common Stock are referred to collectively herein as "Parent Options"). (c) Except as set forth in Part Sections 3.3(a) or 3.3(b) of the Parent Disclosure Schedule), as of the date of this Agreement August 24, 2000, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 400,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of preferred stock, $0.01 par value per share (“Parent Preferred Stock”). As of June 225:00 p.m. (California time) on October 26, 2007, 17,680,230 2021 (the “Parent Listing Date”): (A) 120,887,049 shares of Parent Common Stock were issued and outstanding. ; (B) no shares of Parent Preferred Stock were issued and outstanding; (C) no shares of Parent Common Stock were held by Parent as treasury shares; (D) 3,649,191 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Options; (E) 5,065,717 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent RSUs; and (F) no shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent PSUs (assuming achievement of the target level of performance for Parent PSUs at the end of the applicable performance period). (b) As of 5:00 p.m. (California time) on the Parent Listing Date: (i) 17,978,267 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s 2014 Stock Option and Incentive Plan (assuming achievement of the target level of performance for Parent PSUs at the end of the applicable performance period); and (ii) 5,631,443 shares of Parent Common Stock were reserved for future issuance pursuant to the Parent ESPP. From 5:00 p.m. (California time) on the Parent Listing Date until the date of this Agreement, no shares of Parent Common Stock or Parent Preferred Stock are have been issued except for shares of Parent Common Stock issued pursuant to the exercise of Parent Options or outstanding. the vesting of Parent RSUs or Parent PSUs, in each case outstanding on the Parent Listing Date and in accordance with their terms. (c) All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid, nonassessable and are fully paid and nonassessablefree of any preemptive rights. The authorized capital stock of Merger Sub consists of: 10,000 solely of 1,000 shares of Merger Sub Common Stockcommon stock, par value $0.001 per share, 100 of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (bd) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Except (x) as set forth in Part 3.3(bSections 3.2(a) of and 3.2(b), (y) for the Convertible Notes and the Capped Calls and (z) for changes since 5:00 p.m. (California time) on the Parent Disclosure ScheduleListing Date resulting from the exercise of Parent Options outstanding on the Parent Listing Date or the vesting of Parent RSUs or Parent PSUs outstanding on the Parent Listing Date in accordance with their terms, as of the date of this Agreement there is no Agreement: (i) Parent does not have any shares of capital stock or other equity interests outstanding; and (ii) other than the Parent ESPP, there is no: (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) issued or granted by Parent to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (iiB) outstanding security, instrument or obligation issued, granted or entered into by Parent that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (C) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities. (c) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 50,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 500,000 shares of Parent Preferred Stock. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of June 22October 21, 20072003, 17,680,230 13,270,758 shares of Parent Common Stock were have been issued and outstanding. As of the date of this Agreement, are outstanding and no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent’s treasury or are held by any of Parent’s Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which 100 shares have been issuedParent is a party and, all to Parent’s knowledge, and are outstanding as of there is no Contract between other Persons, relating to the date of this Agreement. Parent does not hold voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of its capital stock in its treasuryParent Common Stock other than the Parent Voting Agreements. As None of the date of this Agreement, neither Parent nor Merger Sub SafeNet Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June October 22, 2007, 4,661,933 2003: (i) 269,404 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and under the 1999 Employee Stock Option Plan, of which options to acquire 251,201 shares of Parent Common Stock are outstanding. Other than such ; (ii) 18,203 shares of Parent Common Stock are reserved for issuance under the 1999 Stock Bonus Plan, of which no shares of Parent Common Stock are outstanding; (iii) 79,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Non-Employee Director Stock Option Plan, of which options to acquire 69,000 shares of Parent Common Stock are outstanding; (iv) 1,950,670 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2001 Omnibus Stock Option Plan, of which options to acquire 1,468,048 shares of Parent Common Stock are outstanding; (v) 105,330 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 1989 Stock Option Plan, of which options to acquire 99,204 shares of Parent Common Stock are outstanding; (vi) 26,449 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink Restated 1994 Flexible Stock Incentive Plan, of which options to acquire 24,378 shares of Parent Common Stock are outstanding; (vii) 616 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 616 shares of Parent Common Stock are outstanding; (viii) 1050 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the Cylink 2001 Nonqualified Stock Incentive Plan, of which options to acquire 1050 shares of Parent Common Stock are outstanding; and except (ix) 186,383 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the “Parent ESPP”). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as set forth in Part well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as “Parent Options.” Schedule 3.3(b) of the Parent Disclosure ScheduleSchedule sets forth the following information with respect to each Parent Option outstanding as of October 21, 2003: (i) [intentionally omitted]; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe SafeNet Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the SafeNet Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”); or (iv) Contract under which any of the SafeNet Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities (“Parent Rights Agreements”) (items (i) through (iv) above, collectively, “Parent Stock Rights”). (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent Common Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the SafeNet Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) sets forth all entities (other than Subsidiaries) in which any of the SafeNet Corporations has any ownership interest and the amount of such interest. (e) Parent owns directly all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 60,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 28,400,393 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As 27,756,493 are outstanding as of the date of this Agreement, no ; and (ii) 2,000,000 shares of Parent Preferred Stock are Stock, of which no shares have been issued or are outstanding. Parent holds 643,900 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold Accelrys Corporations (other than Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Accelrys Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of June 22the date of this Agreement, 2007400,000 shares of Parent Preferred Stock, 4,661,933 designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the “Rights”) issued pursuant to the Parent Rights Agreement. (d) As of the date of this Agreement: (i) 3,543,660 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 494,900 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, ESPP; (iii) 949,577 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 1,155,818 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Equity Awards not yet granted under the Parent Option Plans. (e) Parent has Made Available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option, a Parent RSU, or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Parent Equity Award is in the form of Parent RSUs, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Accelrys Corporations. Each Parent Equity Award was granted in accordance with the terms of the Parent Employee Plan applicable thereto. (f) Except as set forth in Sections 3.3(a) and 3.3(d), there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Accelrys Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the Accelrys Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Accelrys Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Accelrys Corporations. (cg) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all Parent Equity Awards and other securities of the Accelrys Corporations, have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (h) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of the close of business on July 12, 2018, the authorized capital stock of Parent consists of: (i) 150,000,000 125,000,000 shares of Parent Common Stock, of which 26,085,274 shares have been issued and are outstanding; and (ii) 10,000,000 3,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. As Parent holds 3,914,726 shares of June 22its capital stock in its treasury, 2007, 17,680,230 and none of the Parent Entities (other than Parent) holds any shares of Parent Common Stock were issued and outstandingor any rights to acquire shares of Parent Common Stock. As From the close of business on July 12, 2018 to the date of this Agreement, there have been no issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent, other than the issuance of Parent Preferred Stock are issued Common Stock: (A) upon the exercise of Parent Warrants; or outstanding(B) upon the vesting or settlement of Parent RSUs, in each case, that were outstanding at the close of business on July 12, 2018 and in accordance with their terms in effect at such time. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Parent Common Stock to be issued in the First Merger Sub consists of: 10,000 shares of Merger Sub Common Stockwill be duly authorized, of which 100 shares have been validly issued, all to Parentfully paid and nonassessable. (b) Part 3.3(b) of the Parent Disclosure Schedule sets forth, and are outstanding as applicable, as of the date of this AgreementAgreement (i) the number of outstanding Parent Warrants, the number of shares of Parent Common Stock subject thereto and the expiration date thereof, and (ii) the number of outstanding Parent RSUs, the number of shares of Parent Common Stock subject thereto or issuable upon settlement or exercise thereunder, the grant dates and the vesting schedule. (c) None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, or any similar right, except that the Parent Restricted Stock is subject to a right of repurchase in favor of Parent. None of the outstanding shares of Parent does not hold Common Stock is subject to any right of first refusal in favor of Parent. There is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock or any securities of any Significant Subsidiary of any Parent Entity. As None of the date of this Agreement, neither Parent nor Merger Sub Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities. (bd) As of June 22the close of business on July 12, 20072018, 4,661,933 no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except constitute Parent Restricted Stock. (e) Except as set forth in Section 3.3(a), Section 3.3(b), Section 3.3(c) and Section 3.3(d) or in Part 3.3(b3.3(e) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted or issued by any Parent Entity to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Parent Entities; (ii) outstanding security, instrument or obligation of a Parent Entity that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent Entities; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards issued in each case by a Parent Entity with respect to any of the Parent Entities; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Parent Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all other securities of the Parent Entities (including under the Parent Equity Plan), have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts, except where the failure to be so issued and granted, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. As of July 12, 2018, 1,577,454 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Equity Plan. (g) All of the outstanding shares of capital stock or other equity securities of, or other ownership interests in, each of Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and, in the case of corporate Subsidiaries, nonassessable, and such shares, securities or interests are free of preemptive rights and are owned beneficially and of record by Parent (other than: (i) as expressly set forth in Part 3.3(g) of the Parent Disclosure Schedule; and (ii) with respect to those Subsidiaries of Parent organized under the laws of foreign jurisdictions where shares of capital stock or other equity securities or ownership interests are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 3.3(g) of the Parent Disclosure Schedule), free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 30,000,000 shares of Parent Common Stock were of no par value per share, of which 15,711,877 shares have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, no par value per share, of which no shares of Parent Preferred Stock are issued or and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Schedule 3.3(a) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock or Parent Preferred Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. Parent is the sole owner of each outstanding share of capital stock and/or other equity interests in each Parent Subsidiary. (b) As of June 22the date of this Agreement, 2007, 4,661,933 2,268,686 shares of Parent Common Stock are reserved for future subject to issuance pursuant to stock outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and outstandingotherwise are referred to in this Agreement as "Parent Options."). Other than Parent has made available to the Company (A) accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such stock options and except (B) a list detailing (i) each Parent Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Parent Option was granted; (iii) the name of the optionee; (iv) the number of shares of Parent Common Stock subject to such Parent Option; (v) the exercise price of such Parent Option; (vi) the date on which such Parent Option was granted; (vii) the applicable vesting schedules, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Parent Option expires. (c) Except as set forth in Part 3.3(bSchedule 3.3(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, optionoption (other than Parent Options described under Section 3.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any of its SubsidiariesParent Subsidiary. (cd) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of (i) 150,000,000 3,700,000,000 shares of Parent Common Stock; , par value $0.0001 and (ii) 10,000,000 50,000,000 shares of Parent Preferred Stock all of which are designated Series A Preferred Stock, par value $0.0001 and none of which are issued and outstanding. As of June 22the Effective Time, 2007, 17,680,230 354,860,484 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no 1,131,688,203 shares of Parent Preferred Common Stock are were held in reserve by Parent to accommodate certain convertible financing activities. The issued or outstanding. All of the and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as free of preemptive rights. During the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of period from January 26th, 2014 to the date of this Agreement, neither (i) there have been no issuances by Parent nor Merger Sub is under of shares of capital stock of Parent other than for the conversion or retirement of debt and (ii) there have been no issuances of any obligationoptions, warrants or other rights to acquire capital stock of Parent. Parent has not, subsequent to January 26th, 2014, declared or paid any dividend, or is bound by declared or made any Contract pursuant distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Parent has not heretofore agreed to which it may become obligated take any such action, and other than the convertible debt holders disclosed in Exhibit G there are no outstanding contractual obligations of Parent of any kind to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Except as set forth in Part Section 3.3(a) and Exhibit 3.3(b) of the Parent Disclosure Schedule), as of the date of this Agreement there is no (i) there are no shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding, and (ii) there are no outstanding subscriptionsecurities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, warrant right, commitment, agreement, arrangement or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock of Parent or any of its Subsidiariesundertaking. (c) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all other securities of Parent have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal RequirementsRequirements applicable to Parent; and (ii) all material requirements set forth in applicable Contracts to which Parent is a party.

Capitalization, Etc. (a) The As of June 18, 2001, the authorized capital stock of Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 2218, 20072001, 17,680,230 54,313,381 shares of Parent Common Stock were have been issued and are outstanding, 689,978 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of the date of this AgreementJune 18, no 2001, 610,622 shares of Parent Preferred Common Stock are issued or outstandingheld in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares each of the capital stock Subsidiaries of Parent or have been duly authorized and are validly issued, are fully paid and nonassessable and, except for directors' qualifying shares, are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Offer and the Merger will, when issued in accordance with the provisions of its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Options assumed by Parent in connection with the Offer and the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 25,000,000 shares of Parent Common Stock; Stock (par value $0.001 per share), of which 11,101,554 shares have been issued and are outstanding on the date of this Agreement and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock. As convertible preferred stock (par value $0.001 per share), of June 22, 2007, 17,680,230 shares of Parent Common Stock were which no share has been issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or is outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The authorized capital stock Part 3.3 of Merger Sub consists of: 10,000 the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that is held by Parent and to which any of such shares is subject. All of the outstanding shares of Merger Sub have been duly authorized and validly issued, are fully paid and nonassessable, and are owned beneficially and of record by Parent. (b) Parent has reserved 4,528,950 shares of Parent Common StockStock for issuance under the Parent Option Plans, of which 100 2,983,287 shares have been issuedare reserved for issuance upon exercise of outstanding options. Parent has reserved 1,030,000 shares of Parent Common Stock for issuance upon exercise of the Parent Warrants. Part 3.3(b) of the Parent Disclosure Schedule accurately sets forth, all with respect to Parent, each Parent Option and are Parent Warrant that is outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As : (i) the name of the date holder of this Agreement, neither such Parent nor Merger Sub is under any obligation, Option or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares Parent Warrant; (ii) the total number of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock that are reserved for future issuance pursuant subject to stock options such Parent Option or Parent Warrant and the number of shares of Parent Common Stock with respect to which such Parent Option or Parent Warrant is immediately exercisable; (iii) the date on which such Parent Option or Parent Warrant was granted and outstandingthe term of such Parent Option or Parent Warrant; (iv) the vesting schedule for such Parent Option; (v) the exercise price per share of Parent Common Stock purchasable under such Parent Option or Parent Warrant; and (vi) whether such Parent Option has been designated an “incentive stock option” as defined in Section 422 of the Code. Other than such stock options and except Except as set forth in Part this Section 3.3(b) of the Parent Disclosure Scheduleand in Section 5.14, as of the date of other than this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of its SubsidiariesParent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (c) All outstanding capital stock and options shares of Parent Common Stock, all outstanding Parent Options and Merger Sub were all outstanding Parent Warrants have been issued or granted, and granted the warrants described in Section 5.14 will be granted, in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Since October 31, 2005, Parent has not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Parent.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 30,000,000 shares of Parent Common Stock were of no par value per share, of which 15,711,877 shares have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, no par value per share, of which no shares of Parent Preferred Stock are issued or and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Schedule 3.3(a) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock or Parent Preferred Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. Parent is the sole owner of each outstanding share of capital stock and/or other equity interests in each Parent Subsidiary. (b) As of June 22the date of this Agreement, 2007, 4,661,933 2,268,686 shares of Parent Common Stock are reserved for future subject to issuance pursuant to stock outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and outstandingotherwise are referred to in this Agreement as "Parent Options."). Other than Parent has made available to the Company (a) accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such stock options and except (b) a list detailing (i) each Parent Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Parent Option was granted; (iii) the name of the optionee; (iv) the number of shares of Parent Common Stock subject to such Parent Option; (v) the exercise price of such Parent Option; (vi) the date on which such Parent Option was granted; (vii) the applicable vesting schedules, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Parent Option expires.. (c) Except as set forth in Part 3.3(bSchedule 3.3(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, optionoption (other than Parent Options described under Section 3.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any of its SubsidiariesParent Subsidiary. (cd) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 40,000,000 shares of Parent Common Stock were (without giving effect to the Parent Required Vote), of which 23,835,436 shares have been issued and outstanding. As are outstanding as of the date of this Agreement, no ; and (ii) 2,000,000 shares of Parent Preferred Stock none of which is outstanding as of the date hereof. There are issued or outstandingno shares of Parent Capital Stock held in treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. non-assessable. (b) As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 : 3,880,445 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such (Stock options granted by Parent pursuant to its stock option plans and any stock options granted outside of Parent stock option plans are referred to in this Agreement as "Parent Options.") Parent has delivered or made available to Parent accurate and complete copies of all stock option plans pursuant to which Parent (or any of its predecessors) has ever granted stock options. (c) Except for Parent Options, and except as set forth described in Part 3.3(b3.8(c) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire from Parent any shares of the capital stock Parent Common Stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may will become convertible into or exchangeable for any newly issued shares of the capital stock Parent Common Stock or other newly issued securities of Parent; or (iii) Contract under which Parent is or will become obligated to sell or otherwise issue any shares of Parent Common Stock or any other securities. (d) Parent is not party to any Parent Contract that obligates it to, and is not otherwise obligated to, repurchase or redeem any of its Subsidiariesissued securities. There is no voting trust or other arrangement to which Parent is a party, or of which Parent is aware, with respect to the voting of Parent Common Stock. (ce) All outstanding capital stock and options There are no declared but unpaid dividends with respect to any shares of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal RequirementsCommon Stock.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 25,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 shares of Parent Preferred Stock. As of As of June 2217, 20072008, 17,680,230 6,478,507 shares of Parent Common Stock were have been issued or are outstanding (excluding 810,160 shares of treasury stock) and 710,000 shares of Series B Preferred Stock, par value $0.001 per share (the "Parent Preferred Stock") are outstanding. As of the date of this Agreement, no convertible into 944,300 shares of Parent Preferred Common Stock are issued or outstanding. 810,160 shares of Parent Common Stock are held in Parent's treasury and none are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which 100 shares have been issuedParent is a party and, all to Parent's knowledge, and are outstanding as of there is no Contract between other Persons, relating to the date of this Agreement. Parent does not hold voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of its capital stock in its treasuryParent Common Stock. As None of the date of this Agreement, neither Parent nor Merger Sub Dynasil Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock, other than those relating to the transactions contemplated hereby and the sale of Series C Preferred Stock to provide funds. (b) As Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Parent Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Parent Options have been granted since June 2211, 20072008, 4,661,933 shares after which grant there were 411,459 Parent Options outstanding. Approximately 120,000 options are anticipated to be issued to Xxxxx Xxxxxx as part of the transactions contemplated hereby.. None of the Parent Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Parent Common Stock are reserved for future issuance pursuant Options were validly made and properly approved by the board of directors of Parent (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Parent Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to stock options granted and outstanding. Other than such stock options and except grants. (c) Except as set forth in Part Section 3.3(a) or Section 3.3(b) of the Parent Disclosure Scheduleabove, as of the date of this Agreement there is no no: (i) outstanding commitment, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Dynasil Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the Dynasil Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the Dynasil Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities ("Parent Rights Agreements") (items (i) through (iv) above, collectively, "Parent Stock Rights"). (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent Common Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Parent's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the Dynasil Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) of the Parent Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the Dynasil Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the equity interests of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 30,000,000 shares of Parent Common Stock were of no par value per share, of which 15,711,877 shares have been issued and outstanding. As are outstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, no par value per share, of which no shares of Parent Preferred Stock are issued or and outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Schedule 3.3(a) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock or Parent Preferred Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, obligation or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. Parent is the sole owner of each outstanding share of capital stock and/or other equity interests in each Parent Subsidiary. (b) As of June 22the date of this Agreement, 2007, 4,661,933 2,268,686 shares of Parent Common Stock are reserved for future subject to issuance pursuant to stock outstanding options to purchase shares of Parent Common Stock. (Stock options granted by Parent pursuant to Parent's stock option plans and outstandingotherwise are referred to in this Agreement as "Parent Options."). Other than Parent has made available to the Company (A) accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such stock options and except (B) a list detailing (i) each Parent Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Parent Option was granted; (iii) the name of the optionee; (iv) the number of shares of Parent Common Stock subject to such Parent Option; (v) the exercise price of such Parent Option; (vi) the date on which such Parent Option was granted; (vii) the applicable vesting schedules, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Parent Option expires.. (c) Except as set forth in Part 3.3(bSchedule 3.3(c) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, optionoption (other than Parent Options described under Section 3.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any of its SubsidiariesParent Subsidiary. (cd) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The As of September 18, 2001, the authorized capital stock of Parent consists of: (i) 150,000,000 200,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock. As of June 22September 18, 20072001, 17,680,230 64,949,982 shares of Parent Common Stock were have been issued and are outstanding, 689,978 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of the date of this AgreementSeptember 18, no 2001, 362,815 shares of Parent Preferred Common Stock are issued or outstandingheld in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares each of the capital stock Significant Subsidiaries of Parent or have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

Capitalization, Etc. (a) The As of September 26, 2002, the authorized capital stock of Parent consists of: (i) 150,000,000 50,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 500,000 shares of Parent Preferred Stock. As of June 22September 26, 20072002, 17,680,230 7,772,285 shares of Parent Common Stock were have been issued and are outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent’s treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares each of the capital stock Subsidiaries of Parent or have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. (c) Parent owns directly all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 25,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 6,474,096 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As are outstanding and of which no shares are held by Parent in its treasury as of the date of this Agreement, no ; and (ii) 5,000,000 shares of Parent Preferred Stock Stock, $0.001 par value per share, of which no shares are issued outstanding or outstandingare held by the Company in its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock Except as set forth in Part 3.3(a)(i) of Merger Sub consists ofthe Parent Disclosure Schedule: 10,000 (i) none of the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Parent does not hold Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock. As of the date of this Agreement, neither Parent nor Merger Sub is not under any obligation, or nor is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As At the close of June 22business on September 25, 2007, 4,661,933 1997: (i) 316,707 shares of Parent Common Stock are reserved for future were subject to issuance pursuant to stock outstanding options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the to purchase Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its SubsidiariesCommon Stock under Parent's 1987 Stock Option Plan; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any 352,068 shares of the capital stock Parent Common Stock were subject to issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's 1995 Stock Option Plan; (iii) 62,500 shares of Parent or any of its Subsidiaries. Common Stock were subject to issuance pursuant to outstanding options to purchase Parent Common Stock under Parent's 1995 Non-Employee Director's Stock Option Plan; (civ) All outstanding capital stock and options 110,302 shares of Parent Common Stock were subject to issuance pursuant to rights to purchase Parent Common Stock under Parent's 1995 Employee Stock Purchase Plan; and Merger Sub (v) 26,587 shares of Parent Common Stock were issued and subject to issuance pursuant to outstanding options granted in compliance with all applicable securities laws and other applicable Legal Requirements.outside of any Parent stock option plan. (Stock options granted by Parent pursuant to the 1995 Stock Option Plan, pursuant to the 1995 Non-

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock, of which 100,000 shares have been designated as Series A Participating Preferred Stock pursuant to the Parent Stockholder Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of June 22May 11, 20072004, 17,680,230 18,017,765 shares of Parent Common Stock were have been issued or are outstanding and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent’s treasury or are held by any of Parent’s Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which 100 shares have been issuedParent is a party and, all to Parent’s knowledge, and are outstanding as of there is no Contract between other Persons, relating to the date of this Agreement. Parent does not hold voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of its capital stock in its treasuryParent Common Stock other than the Parent Voting Agreements and the Lock-Up Agreements. As None of the date of this Agreement, neither Parent nor Merger Sub XXXX Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22May 11, 2007, 4,661,933 2004: (i) 4,764,080 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and under the 1994 Incentive Stock Plan, of which options to acquire 109,228 shares of Parent Common Stock are outstanding. Other than such ; (ii) 3,500,000 shares of Parent Common Stock are reserved for issuance under the 2000 Stock Plan, of which 2,523,504 shares of Parent Common Stock are outstanding; (iii) 500,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2000 Directors’ Stock Option Plan, of which options to acquire 131,000 shares of Parent Common Stock are outstanding; and except (iv) 341,647 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the “Parent ESPP”). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as set forth in Part well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as “Parent Options.” Schedule 3.3(b) of the Parent Disclosure ScheduleLetter sets forth the following information with respect to each Parent Option outstanding as of May 11, 2004: (i) the particular plan pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, and other than the Parent Stockholder Rights Agreement and the rights thereunder, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe XXXX Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the XXXX Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a “poison pill”; or (iv) Contract under which any of the XXXX Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities (“Parent Rights Agreements”) (items (i) through (iv) above, collectively, “Parent Stock Rights”). (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent Common Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the XXXX Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) of the Parent Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the XXXX Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 70,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 44,629,445 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As are outstanding as of the date of this Agreement, no ; and 30,000,000 shares of Parent Preferred Stock are Stock, none of which is issued or outstandingand outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract no obligation pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 2004 Equity Incentive Plan; (ii) 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except outstanding under Parent's 2000 Stock Option Plan; and (iii) 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as set forth in "Parent Options.") Part 3.3(b3.2(b) of the Parent Disclosure Schedule, Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Parent Option expires. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which any of the outstanding Parent Options were issued, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Part 3.2(c) of the Parent Disclosure Schedule there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (cd) All outstanding capital stock stock, options and options other securities of the Parent and Merger Sub were Entities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of the Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 10,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , par value $.001 per share, of which no shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As are outstanding as of the date of this Agreement. Upon consummation of the Micromet Recapitalization, no there will be 3,767,516 shares of Parent Preferred Common Stock are issued or and outstanding, all equity interests of Micromet will be held by Parent (except as set forth on Part 2.5(o) of the Parent Disclosure Schedule) and no other shares of capital stock of Parent will be outstanding. Parent does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of which 100 shares have been issuedparticipation, all to Parent, and are outstanding as right of maintenance or any similar right or any right under the Shareholders Agreement. None of the date outstanding shares of this AgreementParent Common Stock is subject to any right of first refusal in favor of Parent or Micromet. Except as contemplated herein, there is no Parent does not hold Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of its capital stock in its treasuryParent Common Stock. As None of the date of this Agreement, neither Parent nor Merger Sub Micromet Parties is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or Table of Contents other securities. Part 2.3(a) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent or Micromet with respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options), and specifies which of those repurchase rights are currently exercisable. (b) As of June 22the date of this Agreement, 2007the outstanding capital stock of Micromet consists of (i) 77,652 shares of Micromet Common Stock, 4,661,933 (ii) 1,232,876 shares of Preference Shares Series (A new), and (iii) 2,140,539 shares of Preference Shares Series (B new), of which shares are issued and outstanding. Micromet does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Micromet Common Stock and Micromet Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Micromet Common Stock or Micromet Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Micromet Common Stock or Micromet Preferred Stock is subject to any right of first refusal in favor of Parent or Micromet. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Micromet Common Stock or Micromet Preferred Stock. None of the Micromet Parties is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Micromet Common Stock, Micromet Preferred Stock or other securities. Part 2.3(b) of the Parent Disclosure Schedule accurately and completely describes all repurchase rights held by Parent or Micromet with respect to shares of Micromet Common Stock (including shares issued pursuant to the exercise of stock options) and Micromet Preferred Stock, and specifies which of those repurchase rights are currently exercisable. (c) Except for the Parent Stock Option Plan, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Parent has reserved 366,472 shares of Parent Common Stock for issuance under the Parent Stock Option Plan, of which no shares have been exercised and no shares are subject to issuance pursuant to stock options granted and outstanding under the Parent Stock Option Plan and 366,472 shares of Parent Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Parent Stock Option Plan. Options to purchase shares of Parent Common Stock are referred to in this Agreement as “Parent Options.” Part 2.3(b) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Parent Common Stock subject to such Parent Option; (C) the exercise price of such Parent Option; (D) the date on which such Parent Option was granted; (E) the applicable vesting schedule, and outstandingthe extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (F) the date on which such Parent Option expires; and (G) whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Other than Parent has delivered to CancerVax accurate and complete copies of all stock option plans pursuant to which Parent has ever granted stock options, and the forms of all stock option agreements evidencing such options, copies of resolutions of the board of directors approving option grants and copies of stockholder resolutions approving all stock options and except option plans pursuant to which Parent has ever granted stock options. (d) Except for the outstanding Parent Options or as set forth in on Part 3.3(b2.3(d) of the Parent Disclosure Schedule, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Micromet Parties; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the Micromet Parties; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Micromet Parties is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of its Subsidiaries.a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Micromet Parties. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. Table of Contents (ce) All outstanding capital stock and options shares of Parent Common Stock, options, warrants and Merger Sub were other securities of Parent have been issued and granted in compliance with all applicable securities laws laws. (f) Upon consummation of the Micromet Recapitalization, all of the outstanding shares of capital stock of Micromet will be owned beneficially and other applicable Legal Requirementsof record by Parent (except as set forth on Part 2.5(o) of the Parent Disclosure Schedule), free and clear of any Encumbrances. Prior to consummation of the Micromet Recapitalization, all corporate and shareholder consents required to approve the Micromet Recapitalization, including but not limited to all approvals under the Shareholders Agreement, will have been obtained. As of the consummation of the Micromet Recapitalization, the signatories to the Parent Stockholder Voting Agreements will hold at least 55% of the Preference Shares Series (B new) of Micromet and, upon consummation of the Micromet Recapitalization, will hold at least a majority of the outstanding shares of common stock of Parent (assuming conversion of the convertible security as set forth on Part 2.3(d)(ii) of the Parent Disclosure Schedule).

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 an unlimited number of shares of Parent Common Stock, no par value, of which 22,438,176 shares have been issued and are outstanding as of December 31, 2014; and (ii) 10,000,000 an unlimited number of shares of Parent Preferred Stock. As , no par value, of June 22, 2007, 17,680,230 shares which none are issued or outstanding as of Parent Common Stock were issued and outstanding. As of the last Business Day ending immediately prior to the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold Tiger Corporations (other than the Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Tiger Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) 1,822,983 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 785,398 shares of Parent Common Stock are reserved for future issuance pursuant to stock options equity awards not yet granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of under the Parent Disclosure ScheduleOption Plans, and (iii) 398,250 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Warrants. (d) The Parent has delivered or Made Available to Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); and (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Parent has delivered or Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by the Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents in accordance with GAAP, and were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent Canadian Securities Documents (as defined below in Section 3.4(a)) in accordance with Canadian Securities Laws, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no outstanding stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Tiger Corporations. (e) Except as set forth in Sections 3.3(a), 3.3(b) and 3.3(c), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Tiger Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Tiger Corporations or that has the right to vote on any matter on which the stockholders of Parent have the right to vote; (iii) Contract under which any of the Tiger Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Tiger Corporations. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other Parent Equity Awards and other securities of the Tiger Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable corporate and securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: of 50,000,000 shares, of which 50,000,000 are shares of Parent Common Stock and there are no shares of Preferred Stock (iii) 150,000,000 5,500,000 shares of Parent Common Stock were issued and outstanding and no shares of Preferred Stock; (iii) no shares of Parent Common Stock were held by Parent in its treasury; (iv) there were no outstanding options to purchase shares of Parent Common Stock; and (iiv) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 there were no outstanding warrants exercisable for shares of Parent Common Stock were Stock. Such issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable, and are free of preemptive rights. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of which 100 shares have been issued, all Parent having the right to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligationvote (or convertible into, or is bound by exchangeable for, securities having the right to vote) on any Contract pursuant to matters on which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares stockholders of Parent Common Stockmay vote. (b) As There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of June 22any kind to which Parent is a party or by which it is bound obligating Parent to issue, 2007deliver or sell, 4,661,933 or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent Common Stock are reserved for future issuance pursuant or obligating Parent to stock options granted and outstanding. Other than issue, grant, extend or enter into any such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscriptionsecurity, option, warrant, call, warrant right, commitment, agreement, arrangement or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock of Parent or any of its Subsidiariesundertaking. (c) All outstanding capital stock and options shares of Parent and Merger Sub were Common Stock have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal RequirementsRequirement applicable to Parent; and (ii) all material requirements set forth in applicable contracts.

Capitalization, Etc. (a) The As of September 26, 2002, the authorized capital stock of Parent consists of: (i) 150,000,000 50,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 500,000 shares of Parent Preferred Stock. As of June 22September 26, 20072002, 17,680,230 7,772,285 shares of Parent Common Stock were have been issued and are outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. (b) As of June 22, 2007, 4,661,933 All outstanding shares of Parent Common Stock are reserved for future issuance pursuant to and all outstanding shares of capital stock options of each Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and outstanding. Other than such stock options other applicable Legal Requirements, and except as (ii) all requirements set forth in Part 3.3(b) applicable Parent Contracts. All of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares each of the capital stock Subsidiaries of Parent or have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of its Subsidiaries. (c) All outstanding capital stock this Agreement, be validly issued, fully paid and options of Parent nonassessable and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. (c) Parent owns directly all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 65,000,000 shares of Parent Common Stock were issued and outstanding5,000,000 shares of Preferred Stock (“Parent Preferred Stock”). As of the date January 26, 2007, (i) 48,237,147 shares of this AgreementParent Common Stock have been issued and are outstanding, (ii) 974,508 outstanding shares of Parent Common Stock are subject to risk of forfeiture and repurchase rights that lapse over time (“Parent Restricted Stock”), and (iii) no shares of Parent Preferred Stock have been issued and are issued or outstanding. All of the outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any All outstanding shares of Parent Common Stock and all outstanding Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (y) all applicable securities laws and other applicable Legal Requirements, and (z) all requirements set forth in the Parent Constituent Documents and applicable Contracts. Part 3.3(a) of the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Parent and to which any of such shares of Parent Common Stock, including all Parent Restricted Stock, is subject and identifies the Contract underlying such right. (b) As of June 22January 26, 2007, 4,661,933 Parent has reserved 8,475,607 shares of Parent Common Stock for issuance under its Parent Stock Option Plans (including 270,613 shares of Parent Common Stock reserved for issuance under Parent’s 1999 Employee Stock Purchase Plan) of which options to purchase 3,601,479 shares are outstanding as of January 26, 2007 (“Parent Options”). As of January 26, 2007, 1,293,211 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, as Warrants. As of the date of this Agreement Agreement, except for Parent Options granted pursuant to the Parent Stock Option Plans and rights thereunder, the Parent Warrants, Parent Restricted Stock and Parent’s 1999 Employee Stock Purchase Plan and rights thereunder, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) Contract under which Parent or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Parent or to repurchase, redeem or otherwise acquire any outstanding securities of Parent or any of its Subsidiaries; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (c) All of the outstanding shares of capital stock and options of Parent and Merger Sub were issued have been duly authorized and granted in compliance with all applicable securities laws are validly issued, are fully paid and other applicable Legal Requirementsnonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 100,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 2,000,000 shares of Parent Preferred Stock, of which 100,000 shares have been designated as Series A Participating Preferred Stock pursuant to the Parent Stockholder Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of June 22May 11, 20072004, 17,680,230 18,017,765 shares of Parent Common Stock were have been issued or are outstanding and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent's treasury or are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which 100 shares have been issuedParent is a party and, all to Parent's knowledge, and are outstanding as of there is no Contract between other Persons, relating to the date of this Agreement. Parent does not hold voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of its capital stock in its treasuryParent Common Stock other than the Parent Voting Agreements and the Lock-Up Agreements. As None of the date of this Agreement, neither Parent nor Merger Sub XXXX Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22May 11, 2007, 4,661,933 2004: (i) 4,764,080 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and under the 1994 Incentive Stock Plan, of which options to acquire 109,228 shares of Parent Common Stock are outstanding. Other than such ; (ii) 3,500,000 shares of Parent Common Stock are reserved for issuance under the 2000 Stock Plan, of which 2,523,504 shares of Parent Common Stock are outstanding; (iii) 500,000 shares of Parent Common Stock are reserved for issuance pursuant to stock options under the 2000 Directors' Stock Option Plan, of which options to acquire 131,000 shares of Parent Common Stock are outstanding; and except (iv) 341,647 shares of Parent Common Stock are available for purchase under the 2000 Employee Stock Purchase Plan (the "PARENT ESPP"). Stock options granted by Parent pursuant to the Parent Stock Option Plans, as set forth in Part well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as "PARENT OPTIONS." Schedule 3.3(b) of the Parent Disclosure ScheduleLetter sets forth the following information with respect to each Parent Option outstanding as of May 11, 2004: (i) the particular plan pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option and the number of such shares that have been exercised; (iv) the current exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Parent Option including any acceleration of vesting upon a change in control of Parent; (viii) the expiration date of the Parent Option; and (ix) the period of time following termination of employment during which the Parent Option may be exercised if not expired. Parent has delivered or made available to Company accurate and complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Section 3.3(a) or Section 3.3(b) above, and other than the Parent Stockholder Rights Agreement and the rights thereunder, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe XXXX Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the XXXX Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "POISON PILL"; or (iv) Contract under which any of the XXXX Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities ("PARENT RIGHTS AGREEMENTS") (items (i) through (iv) above, collectively, "PARENT STOCK RIGHTS"). (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent Common Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Parent's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the XXXX Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) of the Parent Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the XXXX Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the outstanding stock of Merger Sub.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 175,000,000 shares of Parent Common Stock, of which 100,867,920 shares have been issued and are outstanding; and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. As of June 22, 2007, 17,680,230 Parent does not hold any shares of Parent Common Stock were issued and outstanding. As its capital stock in its treasury as of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold Bookham Corporations (other than Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule and except for 508,237 restricted shares of this AgreementParent Common Stock (that are subject to vesting and right of repurchase in favor of Parent under certain circumstances): (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Bookham Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities, except for Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment. (bc) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) 8,673,676 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 500,000 shares of Parent Common Stock are reserved for future issuance pursuant to the 2004 Stock Purchase Plan (the “Parent ESPP”); (iii) 35,000 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 7,910,477 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans. (d) Parent has made available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is an “incentive stock options option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of Parent RSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Bookham Corporations. (e) Part 3.3(e) of the Parent Disclosure Schedule accurately sets forth, with respect to each Parent Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Parent Warrant; (ii) the total number of shares of Parent Common Stock that are subject to such Parent Warrant; (iii) the date on which such Parent Warrant was issued and the term of such Parent Warrant; (iv) the vesting schedule for such Parent Warrant; and (v) the exercise price per share of Parent Common Stock purchasable under such Parent Warrant. The Parent has Made Available to Parent accurate and complete copies of each Contract pursuant to which any Parent Warrant is outstanding. Other than such stock options and except . (f) Except as set forth in Sections 3.3(a), 3.3(c), 3.3(e) and 3.3(g) or in Part 3.3(b3.3(f) of the Parent Disclosure Schedule, as of the date of this Agreement Agreement, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Bookham Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the Bookham Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Bookham Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities. (cg) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other securities of the Bookham Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (h) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Parent, (except with respect to those Parent Subsidiaries organized under the laws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 3.3(h) of the Parent Disclosure Schedule), free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 50,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 2230, 20072008, 17,680,230 24,315,569 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 2230, 20072008, 4,661,933 9,325,067 shares of Parent Common Stock are reserved for future issuance pursuant to stock warrant options previously granted and outstandingoutstanding . . Other than such stock warrant options and except as set forth in Part 3.3(b) 3.3 of the Parent Disclosure Schedule, as of the date of this Agreement there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock of Parent or any of its SubsidiariesCommon Stock; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock of Parent or any of its SubsidiariesCommon Stock. (c) As of the date of this Agreement, there is an open offering of 2,887,957shares of Parent Common Stock pursuant to Regulation D with warrant options for an additional 2,887,957 shares of Common Stock. (Warrants to purchase shares of Parent Common Stock (whether granted by the Parent pursuant to the Parent's stock option plans, assumed by the Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are also referred to in this Agreement as "Parent Options.") (d) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 of 500,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 shares of Parent Preferred Stockpreferred stock. As of June 22May 31, 20072000, 17,680,230 (i) 137,939,221 shares of Parent Common Stock were issued and outstanding. As of the date of this Agreement, outstanding and no shares of preferred stock were issued and outstanding; (ii) Parent Preferred had reserved an additional 21,029,051 shares of Parent Common Stock are issued or for issuance under Parent's employee equity incentive plans, of which options to acquire 18,222,310 shares of Parent Common Stock were outstanding. All ; (iii) Parent had reserved 3,000,000 shares of Parent Common Stock for purchase under Parent's employee stock purchase plan; (iv) Parent had reserved an additional 1,626,346 shares of Parent Common Stock for issuance upon exercise of outstanding warrants; and (v) all of the issued and outstanding shares of Parent Common Stock have had been duly authorized and validly issued, issued and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does is not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is nor bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22, 2007, 4,661,933 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except Except as set forth in Part 3.3(b) of the Parent Disclosure Scheduleabove, as of the date of this Agreement May 31, 2000 there is no was no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent, except for shares of Parent or any Common Stock issued in connection with the acquisition of its SubsidiariesCO Space, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of May 26, 2000, as amended; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities or (iv) to the Knowledge of its Subsidiaries. (c) All outstanding Parent, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock and options or other securities of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal RequirementsParent.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 shares of Parent Common Stock; and (ii) 10,000,000 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 65,000,000 shares of Parent Common Stock were issued and outstanding5,000,000 shares of Preferred Stock (“Parent Preferred Stock”). As of the date January 26, 2007, (i) 48,237,147 shares of this AgreementParent Common Stock have been issued and are outstanding, (ii) 974,508 outstanding shares of Parent Common Stock are subject to risk of forfeiture and repurchase rights that lapse over time (“Parent Restricted Stock”), and (iii) no shares of Parent Preferred Stock have been issued and are issued or outstanding. All of the outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any All outstanding shares of Parent Common Stock and all outstanding Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (y) all applicable securities laws and other applicable Legal Requirements, and (z) all requirements set forth in the Parent Constituent Documents and applicable Contracts. Part 3.3(a) of the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Parent and to which any of such shares of Parent Common Stock, including all Parent Restricted Stock, is subject and identifies the Contract underlying such right. (b) As of June 22January 26, 2007, 4,661,933 Parent has reserved 8,475,607 shares of Parent Common Stock for issuance under its Parent Stock Option Plans (including 270,613 shares of Parent Common Stock reserved for issuance under Parent’s 1999 Employee Stock Purchase Plan) of which options to purchase 3,601,479 shares are outstanding as of January 26, 2007 (“Parent Options”). As of January 26, 2007, 1,293,211 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of the Parent Disclosure Schedule, as Warrants. As of the date of this Agreement Agreement, except for Parent Options granted pursuant to the Parent Stock Option Plans and rights thereunder, the Parent Warrants, Parent Restricted Stock and Parent’s 1999 Employee Stock Purchase Plan and rights thereunder, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) Contract under which Parent or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Parent or to repurchase, redeem or otherwise acquire any outstanding securities of Parent or any of its Subsidiaries. ; or (civ) All outstanding capital stock and options of Parent and Merger Sub were issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements.condition or circumstance that may give rise to or provide a basis for the

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of: (i) 150,000,000 175,000,000 shares of Parent Common Stock, of which 100,867,920 shares have been issued and are outstanding; and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. As of June 22, 2007, 17,680,230 Parent does not hold any shares of Parent Common Stock were issued and outstanding. As its capital stock in its treasury as of the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold Bookham Corporations (other than Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule and except for 508,237 restricted shares of this AgreementParent Common Stock (that are subject to vesting and right of repurchase in favor of Parent under certain circumstances): (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Bookham Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities, except for Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment. (bc) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) 8,673,676 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 500,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options the 2004 Stock Purchase Plan (the “Parent ESPP”); (iii) 35,000 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 7,910,477 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of under the Parent Disclosure Schedule, Option Plans. (d) Parent has made available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement there is no the following information: (i) outstanding subscription, option, call, warrant or right the particular plan (whether or not currently exercisableif any) pursuant to acquire any shares of the capital stock of which such Parent or any of its SubsidiariesEquity Award was granted; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any the name of the holder of such Parent Equity Award; (iii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iv) the capital per share exercise price (if any) of such Parent Equity Award; (v) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of Parent or any of its Subsidiaries. (c) All outstanding capital stock and options RSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and Merger Sub complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were issued granted by Parent, and granted the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in compliance the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with all applicable securities laws and other applicable Legal Requirements.GAAP and, to the Knowledge of Parent, no such grants involved any “back

Capitalization, Etc. (aA) The authorized capital stock of Parent consists of: (i) 150,000,000 70,000,000 shares of Parent Common Stock; and (ii) 10,000,000 , of which 44,629,445 shares of Parent Preferred Stock. As of June 22, 2007, 17,680,230 shares of Parent Common Stock were have been issued and outstanding. As are outstanding as of the date of this Agreement, no ; and 30,000,000 shares of Parent Preferred Stock are Stock, none of which is issued or outstandingand outstanding as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, neither Parent nor Merger Sub is under any obligation, or is bound by any Contract no obligation pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (bB) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. Other than such outstanding under Parent's 2004 Equity Incentive Plan; (ii) 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and except outstanding under Parent's 2000 Stock Option Plan; and (iii) 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as set forth in "PARENT OPTIONS.") Part 3.3(b3.2(b) of the Parent Disclosure Schedule, Schedule sets forth the following information with respect to each Parent Option outstanding as of the date of this Agreement Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) the exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Parent Option expires. Parent has made available to the Company accurate and complete copies of all stock option plans pursuant to which any of the outstanding Parent Options were issued, and the forms of all stock option agreements evidencing such options. (C) Except as set forth in Part 3.2(c) of the Parent Disclosure Schedule there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its SubsidiariesParent; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent. (cD) All outstanding capital stock stock, options and options other securities of the Parent and Merger Sub were Entities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (E) All of the outstanding shares of capital stock of the Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of Parent consists of: (i) 150,000,000 45,000,000 shares of Parent Common Stock; Stock and (ii) 10,000,000 5,000,000 shares of Parent Preferred Stock, of which 50,000 shares have been designated as Series A Junior Participating Preferred Stock pursuant to the Parent Rights Agreement. Parent has not authorized any other class of capital stock other than the Parent Common Stock and Parent Preferred Stock. As of June 22November 24, 20072006, 17,680,230 15,675,324 shares of Parent Common Stock were have been issued or are outstanding and outstanding. As of the date of this Agreement, no shares of Parent Preferred Stock are have been issued or are outstanding. No shares of Parent Common Stock are held in Parent's treasury or are held by any of Parent's Subsidiaries. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock None of Merger Sub consists of: 10,000 the outstanding shares of Merger Sub Parent Common StockStock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent. There is no Contract to which 100 shares have been issuedParent is a party and, all to Parent's knowledge, and are outstanding as of there is no Contract between other Persons, relating to the date of this Agreement. Parent does not hold voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of, any shares of its capital stock in its treasuryParent Common Stock. As None of the date of this Agreement, neither Parent nor Merger Sub AngioDynamics Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of June 22November 24, 20072006, 4,661,933 1,497,674 shares of Parent Common Stock are reserved for future issuance pursuant to stock options under the 1997 Stock Option Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "1997 Stock Plan"), of which options to acquire 493,870 shares of Parent Common Stock are outstanding, 2,000,000 shares of Parent Common Stock are reserved for issuance under the 2004 Stock and Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "2004 Stock Plan"), of which options to acquire 945,233 shares of Parent Common Stock are outstanding, and 200,000 shares of Parent Common Stock are available for issuance under the 2004 Employee Stock Purchase Plan ("Parent ESPP"). Stock options granted by the Company pursuant to the 1997 Stock Plan and outstanding. Other than such the 2004 Stock Plan (together, the "Parent Stock Option Plans"), as well as any stock options granted by Parent outside of the Parent Stock Option Plans (but excluding the Parent ESPP), are referred to collectively herein as "Parent Options." Parent has delivered or made available to Company accurate and except complete copies of the Parent ESPP, all stock option plans pursuant to which Parent has granted Parent Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Parent Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Parent Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Parent Options have been granted since November 24, 2006. None of the Parent Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Parent Options were validly made and properly approved by the board of directors of Parent (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Parent Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to such grants. (c) Except as set forth in Part Section 3.3(a) or Section 3.3(b) of above, and other than the Parent Disclosure ScheduleRights Agreement and the rights thereunder, as of the date of this Agreement there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe AngioDynamics Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent any of the AngioDynamics Corporations; (iii) rights agreement, stockholder rights plan or similar plan commonly referred to as a "poison pill"; or (iv) Contract under which any of the AngioDynamics Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any of its Subsidiariesother securities ("Parent Rights Agreements") (items (i) through (iv) above, collectively, "Parent Stock Rights"). (cd) All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding shares of capital stock and options of each Subsidiary of Parent and Merger Sub were have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Parent Common Stock, granting Parent Options and/or the issuance of shares of capital stock of any Parent Subsidiary. All of the outstanding shares of capital stock of each of the Parent's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the AngioDynamics Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by Parent, free and clear of any Encumbrances. Schedule 3.3(d) of the Parent Disclosure Letter sets forth all entities (other than Subsidiaries) in which any of the AngioDynamics Corporations has any ownership interest and the amount of such interest. (e) Parent directly owns all of the equity interests of Merger Sub.

Capitalization, Etc. (a) The authorized capital stock of the Parent consists of: (i) 150,000,000 an unlimited number of shares of Parent Common Stock, no par value, of which 22,438,176 shares have been issued and are outstanding as of December 31, 2014; and (ii) 10,000,000 an unlimited number of shares of Parent Preferred Stock. As , no par value, of June 22, 2007, 17,680,230 shares which none are issued or outstanding as of Parent Common Stock were issued and outstanding. As of the last Business Day ending immediately prior to the date of this Agreement, no shares of Parent Preferred Stock are issued or outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The authorized capital stock of Merger Sub consists of: 10,000 shares of Merger Sub Common Stock, of which 100 shares have been issued, all to Parent, and are outstanding as None of the date of this Agreement. Parent does not hold Corporations (other than the Parent) holds any shares of its capital stock Parent Common Stock or any rights to acquire shares of Parent Common Stock. (b) Except as set forth in its treasury. As Part 3.3(b) of the date Parent Disclosure Schedule: (i) none of this Agreementthe outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, neither right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent nor Merger Sub Common Stock is subject to any right of first refusal in favor of the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Parent Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common StockStock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of June 22, 2007, 4,661,933 the date of this Agreement: (i) 1,822,983 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 785,398 shares of Parent Common Stock are reserved for future issuance pursuant to stock options equity awards not yet granted and outstanding. Other than such stock options and except as set forth in Part 3.3(b) of under the Parent Disclosure ScheduleOption Plans, and (iii) 398,250 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Warrants. (d) The Parent has delivered or Made Available to Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule, and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); and (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Parent has delivered or Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by the Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents in accordance with GAAP, and were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent Canadian Securities Documents (as defined below in Section 3.4(a)) in accordance with Canadian Securities Laws, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no outstanding stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Parent Corporations. (e) Except as set forth in Sections 3.3(a), 3.3(b) and 3.3(c), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its Subsidiariesthe Parent Corporations; (ii) outstanding security, instrument or obligation that by its terms is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent Corporations or that has the right to vote on any matter on which the stockholders of Parent have the right to vote; (iii) Contract under which any of the Parent Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of its Subsidiariesa claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Parent Corporations. (cf) All outstanding capital stock and options shares of Parent Common Stock, and Merger Sub were all options and other Parent Equity Awards and other securities of the Parent Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable corporate and securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Parent, free and clear of any Encumbrances, other than restrictions under applicable securities laws.