Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) As of the Capitalization Date, the authorized capital stock of Parent consisted of 70,000,000 shares of Parent Common Stock, of which 16,500,050 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common 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 the Capitalization Date: (i) 4,071,600 shares of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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. There are no shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Common Stock are entitled or subject to any preemptive right, right 41 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 Parent Common Stock. Parent is not under any obligation or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted consists of 70,000,000 (i) 100,000,000 shares of Parent Common Stock, and (ii) 10,000,000 shares of which 16,500,050 shares were issued and outstanding preferred stock (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 with blank check preferred rights). After giving effect to the transactions contemplated by the Redemption Agreement, 13,200 shares of Parent Common 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 the Capitalization Date: (i) 4,071,600 and outstanding and no shares of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 in its treasury. Such issued pursuant 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, and are free of preemptive rights. There are During the period from October 21, 2016 to the date of this Agreement, (i) there have been no issuances by Parent of shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Common Stock are entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or subject to any right of first refusal in favor capital stock of Parent and (ii) there is have been no issuances of any options, warrants or other rights to acquire capital stock of Parent. Except as expressly contemplated in the Redemption Agreement, Parent Contract relating has not, subsequent to October 21, 2016, declared or paid any dividend, or declared or made any distribution on, or authorized the voting creation or registration issuance of, or restricting issued, or authorized or effected any Person from purchasingsplit-up or any other recapitalization of, sellingany of its capital stock, pledging or directly or indirectly redeemed, purchased or otherwise disposing acquired any of (or granting its outstanding capital stock. Parent has not heretofore agreed to take any option or similar right with respect to)such action, any shares and there are no outstanding contractual obligations of Parent Common Stock. Parent is not under of any obligation or bound by any Contract pursuant kind to which it may become obligated to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Upon the consummation of the Merger and any applicable Contemplated Transactions, without derogating from any other warranty and/or representations set forth herein with respect to the Parent, the Entitled Shareholders shall hold, in the aggregate, the Parent Common Stock in an amount reflecting the Goal Holdings.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted of 70,000,000 consists of: (a) 150,000,000 shares of Parent Common Stock, of which 16,500,050 77,637,647 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury treasury) were outstanding as of the Company)October 15, 1996; and 5,000,000 (b) 2,000,000 shares of preferred stockPreferred Stock, $0.01 par value $0.0001 per share, of Parent, of which no shares were issued or outstanding. As are outstanding as of the Capitalization Date: (i) 4,071,600 shares date of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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")this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no As of October 15, 1996: (i) 9,562,052 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1987 Stock Option Plan, as amended; (ii) 9,374,978 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1993 Nonstatutory Stock Option Plan; (iii) 123,750 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1988 Directors Stock Option Plan; (iv) 191,250 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1993 Directors Stock Option Plan; (v) 315,000 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding under Parent's 1995 Directors Stock Option Plan; (vi) 128,028 shares of Parent Common Stock were reserved for future issuance pursuant to stock options granted and outstanding other than under the stock option plans referred to in clauses "(i)" through "(v)" of this Section 3.2; (vii) 1,347,149 shares of Parent Common Stock were reserved for future issuance under Parent's 1990 Employee Stock Purchase Plan; (viii) 120,000 shares of Parent Common Stock were reserved for future issuance pursuant to outstanding warrants to purchase shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding Comdisco Systems, Inc.; and (ix) 2,433,002 shares of Parent Common Stock are entitled or subject to any preemptive right, right 41 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 Parent Common Stock. Parent is not under any obligation or bound by any Contract were reserved for future issuance pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any certain outstanding put warrants and call options. All outstanding shares of Parent Common Stock, all outstanding options to purchase shares of Parent Common Stock, and all outstanding shares of capital stock of each subsidiary of Parent 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) As of the Capitalization Date, the The authorized capital stock of Parent consisted Tigris consists of 70,000,000 (i) 100,000,000 shares of Parent Tigris Common Stock, of which 16,500,050 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the Company); and 5,000,000 shares of preferred stock, par value $0.0001 0.001 per share, of Parentwhich 19,123,212 shares have been issued and are outstanding as of June 26, 2014 (the “Capitalization Date”), (ii) 4,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares were have been issued or outstanding. As and are outstanding as of the Capitalization Date and (iii) 1,000,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of which no shares have been issued and are outstanding as of the Capitalization Date: (i) 4,071,600 . Tigris does not hold any shares of Parent Common Stock were held its capital stock in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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")its treasury. All of the outstanding shares of Parent Tigris Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Tigris Common Stock are is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or right. None of the outstanding shares of Tigris Common Stock is subject to any right of first refusal in favor of Parent Tigris, other than early exercise rights and rights of repurchases in favor of Tigris with respect to such early exercise rights. Except as contemplated herein and except as identified on Part 3.3(a)(i) of the Tigris Disclosure Schedule there is no Parent Tigris 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 Parent Tigris Common Stock. Parent Tigris is not under any obligation or obligation, 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 Tigris Common StockStock or other securities. Part 3.3(a)(ii) of the Tigris Disclosure Schedule accurately and completely describes all repurchase rights held by Tigris with respect to shares of Tigris Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted the Company consists of 70,000,000 30,000,000 shares of Parent Common Stock, of which 16,500,050 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the Company); and 5,000,000 shares of preferred stock, $.01 par value $0.0001 per share, of Parentvalue, of which no 30,000 shares were issued or outstandinghave been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the Capitalization Date: date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) 4,071,600 shares the number of Parent Common Stock were held in the treasury of the Companyoutstanding Options and Warrants, (ii) 2,640,548 the number of shares of Parent Common Stock were subject to issuance pursuant to which can be acquired upon the exercise of all 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")Options and Warrants, respectively, (iii) 512,192 the number of shares of Parent Common Stock were subject to which are reserved for issuance pursuant to upon the exercise of outstanding Parent restricted stock units issued pursuant to Options and the Parent number of shares which are reserved for future grants under the Stock Option Plans (the "Parent RSUs") and Plans, (iv) 326,234 the number of shares of Parent Common Stock were which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to Parent's 2003 Employee Stock the Purchase Plan Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the 2003 Foreign Subsidiary Employee Stock Purchase Plan (collectivelyRights, the "Parent ESPP")Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All of the issued and outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued, fully paid, nonassessable and are fully paid and nonassessablefree of preemptive rights. There Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of Parent Common Stock held by capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of Parent's Subsidiaries. None of the outstanding its Subsidiaries to issue, transfer or sell any shares of Parent Common Stock are entitled or subject to any preemptive right, right 41 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 capital stock 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 Parent Common Stock. Parent is not under any obligation or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock.equity interests in,

Capitalization, Etc. (a) As The authorized share capital of the Capitalization Date, the authorized capital stock Cyclacel consists of Parent consisted of 70,000,000 shares of Parent Common Stock19,837,045 Cyclacel Shares, of which 16,500,050 1,871,210 ordinary shares were of 0.1 xxxxx each, 17,965,835 preferred D shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been issued and are outstanding (inclusive as of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 the date of this Agreement. Cyclacel does not hold any shares of Parent Common Stock held its capital stock 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 the Capitalization Date: (i) 4,071,600 shares of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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")its treasury. All of the outstanding shares of Parent Common Stock Cyclacel Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Common Stock are Cyclacel Shares is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or right. None of the outstanding Cyclacel Shares is subject to any right of first refusal in favor of Parent and Cyclacel. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, transferring, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Common StockCyclacel Shares. Parent Cyclacel is not under any obligation or obligation, nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares Cyclacel Shares or other securities. Cyclacel does not hold any repurchase rights with respect to Cyclacel Shares. There is no share capital, interest or other security of Parent Common StockCyclacel, other than the Cyclacel Shares all of which are described in the first sentence of this Section 2.3(a). Seller is the registered and beneficial owner of all of the Cyclacel Shares, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of Cyclacel. Upon consummation of the Stock Purchase, (i) Xcyte will acquire good title to all of the issued and outstanding Cyclacel Shares, free and clear of all Encumbrances and (ii) Cyclacel will become a wholly-owned subsidiary of Xcyte.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted consists of 70,000,000 (i) 200,000,000 shares of Parent Common Stock, par value $0.001 per share and (ii) 10,000,000 shares of which 16,500,050 shares were issued and outstanding Parent Preferred Stock, par value $0.001 per share. As of the close of business on May 7, 2010: (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 A) 44,257,042 shares of Parent Common Stock held in the treasury of the Company)were issued and outstanding; and 5,000,000 (B) no shares of preferred stock, par value $0.0001 per share, of Parent, of which no shares Parent Preferred Stock were issued or outstanding. As of the Capitalization Date: ; (iC) 4,071,600 no shares of Parent Common Stock were held by Parent in the treasury of the Company, its treasury; (iiD) 2,640,548 there were outstanding Parent Options to purchase 5,844,329 shares of Parent Common Stock were subject to issuance pursuant to and outstanding unvested restricted 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 units of 2,011,146 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued pursuant to the Parent Option Plans (the "Parent RSUs") and (iv) 326,234 1,532,582 shares of Parent Common Stock were reserved for issuance pursuant to under the Parent's 2003 Employee ’s Stock Purchase Plan and the 2003 Foreign Subsidiary Employee Stock Purchase Plan Plans (collectively, the "Parent ESPP"). All including upon exercise of the Parent Options); and (E) there were no outstanding warrants exercisable for shares of Parent Common Stock and such number of shares of Parent Common Stock were reserved for issuance upon conversion of such warrants. Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. There are During the period from May 7, 2010 to the date of this Agreement, (1) there have been no issuances by Parent of shares of capital stock of Parent Common Stock held by any other than issuances of capital stock of Parent pursuant to the exercise of Parent Options outstanding on such date and (2) there have been no issuances of Parent Options or other options, warrants or other rights to acquire capital stock of Parent's Subsidiaries. None of Parent has not, subsequent to May 7, 2010, declared or paid any dividend, or declared or made any distribution on, or authorized the outstanding shares of Parent Common Stock are entitled creation or subject to any preemptive right, right 41 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 issuance of, or restricting issued, or authorized or effected any Person from purchasingsplit-up or any other recapitalization of, sellingany of its capital stock, pledging or directly or indirectly redeemed, purchased or otherwise disposing acquired any of (or granting its outstanding capital stock. Parent has not heretofore agreed to take any option or similar right with respect to)such action, any shares and there are no outstanding contractual obligations of Parent Common Stock. Parent is not under of any obligation or bound by any Contract pursuant kind to which it may become obligated to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than shares of Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or, other than the outstanding Parent Options and warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote.

Capitalization, Etc. (a) As The authorized capital stock of Caladrius consists of (i) 500,000,000 shares of Caladrius Common Stock, par value $0.001 per share, of which 60,544,144 shares are issued and 60,533,064 are outstanding as of March 31, 2022 (the “Capitalization Date”) and (ii) 20,000,000 shares of Preferred Stock, par value $0.01 per share, of which 10,000 shares are issued and are outstanding as of the Capitalization Date, the authorized . Caladrius holds 11,080 shares of its capital stock of Parent consisted of 70,000,000 shares of Parent Common Stock, of which 16,500,050 shares were issued and outstanding in its treasury. (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common 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 the Capitalization Date: (ib) 4,071,600 shares of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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 Caladrius Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There nonassessable and are no shares free of Parent Common Stock held any Encumbrances, other than those imposed by any of Parent's Subsidiariesrelevant securities laws. None of the outstanding shares of Parent Common Caladrius Capital Stock are is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or right. None of the outstanding shares of Caladrius Capital Stock is subject to any right of first refusal in favor of Parent and Xxxxxxxxx. Except as contemplated herein, there is no Parent Caladrius 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 Parent Common Caladrius Capital Stock. Parent Caladrius is not under any obligation or obligation, nor is Caladrius bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Caladrius Capital Stock or other securities. Section 3.6(b) of the Caladrius Disclosure Schedule accurately and completely describes all repurchase rights held by Caladrius with respect to shares of Caladrius Capital Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. (c) Except for the Caladrius Biosciences, Inc. amended 2018 Equity Incentive Compensation Plan, as amended, the Caladrius Biosciences, Inc. 2015 Equity Compensation Plan and the Caladrius Biosciences, Inc. 2009 Stock Option and Incentive Plan (collectively, the “Caladrius Stock Plans”) and the Caladrius Biosciences, Inc. amended 2017 Employee Stock Purchase Plan (the “Caladrius ESPP”), Caladrius does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, Xxxxxxxxx has reserved 9,892,300 shares of Caladrius Common Stock.Stock for issuance under the Caladrius Stock Plans, of which 2,670,792 shares have been issued and 1,949,166 are currently outstanding, 2,633,378 shares have been reserved for issuance upon exercise of Caladrius Options granted under the Caladrius Stock Plans, 1,455,395 shares have been reserved for issuance upon exercise of outstanding Caladrius RSUs and 3,493,600

Capitalization, Etc. (a) As The registered share capital of Biosight as of the Capitalization Datedate of this Agreement consists of 8,900,000 Biosight Shares, the authorized capital stock of Parent consisted of 70,000,000 par value NIS 0.01 per share, divided into 4,771,488 Biosight Ordinary Shares, 344,452 Ordinary A-1 shares, 40,676 Ordinary A-2 shares, 43,384 Ordinary A-3 shares, 400,000 Preferred B shares, 300,000 Preferred B-1 shares of Parent Common Stockand 3,000,000 Preferred C shares, of which 16,500,050 877,976 Biosight Ordinary Shares, 210,723 Ordinary A-1 shares, 43,384 Ordinary A-3 shares, 215,420 Preferred B shares, 170,377 Preferred B-1 shares were and 1,726,215 Preferred C shares are issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury as of the Company); and 5,000,000 shares date of preferred stock, par value $0.0001 per share, of Parent, of which no shares were issued or outstanding. As this Agreement as reflected in Part 3.3(a) of the Capitalization Date: (i) 4,071,600 shares of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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")Biosight Disclosure Schedule. All of the outstanding shares of Parent Common Stock Biosight Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares Except as set forth in Part 3.3(a) of Parent Common Stock held by any of Parent's Subsidiaries. None the Biosight Disclosure Schedule, none of the outstanding shares of Parent Common Stock are Biosight Shares is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or and none of the outstanding shares of Biosight is subject to any right of first refusal in favor of Parent and Biosight. Except as contemplated herein or as set forth in Part 3.3(a) of the Biosight Disclosure Schedule, there is no Parent Biosight 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 Parent Common StockBiosight Shares. Parent Biosight is not under any obligation or obligation, nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding Biosight Shares or other Securities. Part 3.3(a) of the Biosight Disclosure Schedule accurately and completely lists all repurchase rights held by Biosight with respect to Biosight Shares (including shares issued pursuant to the exercise of Parent Common Stockstock options) and specifies the number of Biosight Shares subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse. Part 3.3(a) of the Biosight Disclosure Schedule accurately and completely lists all Biosight Shares that are 102 Biosight Shares.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted the Acquiror consists of 70,000,000 (i) 200,000,000 shares of Parent Acquiror Common Stock, par value $0.02 per share, of which 59,859,271 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 2,998,425 shares of Preferred Stock, of which 16,500,050 1,120,000 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the Company); and 5,000,000 shares of preferred stockhave been designated $2.4375 Convertible Exchangeable Preferred Stock, Series 1, $0.02 par value $0.0001 per share, of Parent, of which no shares were issued or outstanding(the “Acquiror Preferred Stock”). As of the Capitalization Date: (i) 4,071,600 date hereof, 78,768 shares of Parent Common Acquiror Preferred Stock were held in the treasury of the Company, (ii) 2,640,548 have been issued and are outstanding. The Acquiror does not hold any shares of Parent Common Stock were subject to issuance pursuant to outstanding its capital 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 pursuant 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")in its treasury. All of the outstanding shares of Parent Acquiror Common Stock have been and Acquiror Preferred Stock are, and any additional shares of Acquiror Common Stock and Acquiror Preferred Stock issued after the date hereof and prior to the Effective Time will be, duly authorized and validly issued, and are fully paid and nonassessable. There are no shares nonassessable and free of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Common Stock are entitled or subject to any preemptive rightrights, right 41 rights of first refusal, rights of participation, right co-sale rights, rights of maintenance or any similar right rights, and have been or subject to any right will be issued in compliance in all respects with all applicable federal and state securities laws and the Acquiror’s articles of first refusal in favor of Parent incorporation and bylaws. Except as contemplated herein, there is no Parent Acquiror 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 Parent Acquiror Common Stock or Acquiror Preferred Stock. Parent The Acquiror is not under any obligation or obligation, nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Acquiror Common Stock, Acquiror Preferred Stock or other securities except for a right of repurchase associated with currently outstanding shares of restricted Acquiror Common Stock granted to service providers. As of the date hereof, each share of Acquiror Preferred Stock is convertible into 0.19 share of Acquiror Common Stock.

Capitalization, Etc. (a) As of After giving effect to the Capitalization DateParent Restated Charter, the authorized capital stock of Parent consisted consists of 70,000,000 (i) 300,000,000 shares of Parent Common Stock, par value $0.001 and (ii) 10,000,000 shares of which 16,500,050 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 Preferred Stock, par value $0.001. After giving effect to the Share Contribution in connection with the Split-Off, but prior to giving effect to the Transaction, 2,500,000 shares of Parent Common 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 and outstanding. As of the Capitalization Date: (i) 4,071,600 , no shares of Parent Common Stock were held by Parent in the treasury of the Companyits treasury, (ii) 2,640,548 and no shares of Parent Common Preferred 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 outstanding. The Parent Common Stock were is presently eligible for quotation and trading on the OTC Markets and is not subject to issuance pursuant to outstanding Parent restricted stock units any notice of suspension or delisting. The issued pursuant 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, and are free of preemptive rights. There are Since June 30, 2014, (i) there have been no issuances by Parent of shares of capital stock of Parent and (ii) there have been no issuances by Parent of any options, warrants or other rights to acquire capital stock of Parent. Except as expressly contemplated herein and in the Split-Off Agreement, and except for the 2.272727-for-1 forward split of Parent Common Stock held by in the form of a dividend that was effective on December 5, 2014, Parent has not, subsequent to December 31, 2013, declared or Pieris/Marika Acquisition Agreement paid any of Parent's Subsidiaries. None of dividend, or declared or made any distribution on, or authorized the outstanding shares of Parent Common Stock are entitled creation or subject to any preemptive right, right 41 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 issuance of, or restricting issued, or authorized or effected any Person from purchasingsplit-up or any other recapitalization of, sellingany of its capital stock, pledging or directly or indirectly redeemed, purchased or otherwise disposing acquired any of (or granting its outstanding capital stock. Except as expressly contemplated herein and in the Split-Off Agreement, Parent has not heretofore agreed to take any option or similar right with respect to)such action, any shares and there are no outstanding contractual obligations of Parent Common Stock. Parent is not under of any obligation or bound by any Contract pursuant kind to which it may become obligated to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. The capitalization of Parent, including the names of all holders, beneficially or of record, of Parent known to the board of directors of Parent, Montrose Capital Limited and the Placement Agents and holders of 1% or more of the capital stock of Parent, has been provided to the Company and the Holders.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted Organovo consists of 70,000,000 (i) 200,000,000 shares of Parent Organovo Common Stock, par value $0.001 per share, of which 16,500,050 124,015,429 shares were issued and outstanding as of September 30, 2019 (inclusive of 34,031 Parent Restricted Stock Awards the “Capitalization Date”), and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the Company); and 5,000,000 (ii) 25,000,000 shares of preferred stock, par value $0.0001 0.001 per share, of Parent, of which no shares were are issued or outstanding. As and outstanding as of the Capitalization Date: (i) 4,071,600 . Organovo does not hold any shares of Parent Common Stock were held its capital stock in the treasury of the Company, (ii) 2,640,548 shares of Parent 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 pursuant 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")its treasury. All of the outstanding shares of Parent Organovo Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Parent Common Stock held by any of Parent's Subsidiaries. None of the outstanding shares of Parent Organovo Common Stock are is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or right. None of the outstanding shares of Organovo Capital Stock is subject to any right of first refusal in favor of Parent Organovo. Except as contemplated herein and except as identified on Part 3.3(a)(i) of the Organovo Disclosure Schedule, there is no Parent Organovo 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 Parent Common Organovo Capital Stock. Parent Organovo is not under any obligation or obligation, 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 StockOrganovo Capital Stock or other securities. Part 3.3(a)(ii) of the Organovo Disclosure Schedule accurately and completely describes all repurchase rights held by Organovo with respect to shares of Organovo Capital Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of the Parent consisted of 70,000,000 consists of: (i) 100,000,000 shares of Parent Common Stock, of which 16,500,050 27,276,734 shares were are issued and outstanding as of March 31, 2020; and (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 ii) 8,000,000 shares of Parent Common Stock held in the treasury of the Company); and 5,000,000 shares of preferred stock, par value $0.0001 per share, of ParentPreferred Stock, of which no shares were issued or outstanding. As of the Capitalization Date: (i) 4,071,600 3,906 shares of Parent Common Preferred Stock were held in the treasury are issued or outstanding as of the CompanyMarch 31, (ii) 2,640,548 shares of Parent 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 pursuant to the Parent Option Plans 2020 (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"Preferred Stock”). All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no None of the Parent Companies (other than Parent) holds any shares of Parent Common Stock held by or any rights to acquire shares of Parent's SubsidiariesParent Common Stock. (b) (i) None of the outstanding shares of Parent Common Stock are is entitled or subject to any preemptive right, right 41 of repurchase or forfeiture, right of participation, right of maintenance or any similar right pursuant to the certificate of incorporation (or similar organizational document) or Contract to which any Parent Company or, to Parent’s knowledge, to which any stockholder of Parent, is a party; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent the Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Parent Companies is not under any obligation or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for 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. (c) As of March 31, 2020: (i) 4,852,237 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 531,721 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 6,735,378 shares of Parent Common Stock are subject to issuance upon conversion of the Parent Preferred Stock.; (iv) 4,534,427 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Parent Option Plans; and (v) 10,000 shares of Parent Common Stock are subject to issuance pursuant to Parent Warrants. (d) Except as set forth in Sections 3.3(a) and 3.3(c), as of March 31, 2020 there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Parent Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Parent Companies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison 36

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted TorreyPines consists of 70,000,000 (i) 61,244,585 shares of Parent TorreyPines Common Stock, of which 16,500,050 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the Company); and 5,000,000 shares of preferred stock, par value $0.0001 0.01 per share, of Parent, of which no 3,301,261 shares were have been issued or outstanding. As and are outstanding as of the Capitalization Date: (i) 4,071,600 shares date of Parent Common Stock were held in the treasury of the Companythis Agreement, (ii) 2,640,548 8,871,724 shares of Parent 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 Series A Preferred Stock, par value $0.01 per share of which 8,794,800 shares have been issued and are referred to collectively herein as "Parent Options")outstanding, (iii) 512,192 12,816,828 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units Series B Preferred Stock, par value $0.01 per share of which 12,736,828 shares have been issued pursuant to the Parent Option Plans (the "Parent RSUs") and are outstanding, (iv) 326,234 23,586,863 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 2003 Employee Stock Purchase Plan Series C Preferred Stock, par value $0.01 per share of which 23,220,199 shares have been issued and the 2003 Foreign Subsidiary Employee Stock Purchase Plan are outstanding, and (collectivelyv) 5,480,000 shares have been designated Series C-2 Preferred Stock, the "Parent ESPP")par value $0.01 per share, none of which shares have been issued and are outstanding. TorreyPines does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Parent TorreyPines Common Stock and TorreyPines Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares Except as set forth in Part 2.3(a) of Parent Common Stock held by any of Parent's Subsidiaries. None the TorreyPines Disclosure Schedule, none of the outstanding shares of Parent TorreyPines Common Stock are or TorreyPines Preferred Stock is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right and none of the outstanding shares of TorreyPines Common Stock or TorreyPines Preferred Stock is subject to any right of first refusal in favor of Parent and TorreyPines. Except as contemplated herein or as set forth in the TorreyPines Disclosure Schedule, there is no Parent TorreyPines 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 Parent TorreyPines Common Stock or TorreyPines Preferred Stock. Parent TorreyPines is not under any obligation or obligation, 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 TorreyPines Common Stock or other securities. Part 2.3(a) of the TorreyPines Disclosure Schedule accurately and completely describes all repurchase rights held by TorreyPines with respect to shares of TorreyPines Common Stock (including shares issued pursuant to the exercise of stock options) and TorreyPines Preferred Stock, and specifies which of those repurchase rights are currently exercisable.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted Advaxis as of 70,000,000 the date of this Agreement consists of (i) 170,000,000 shares of Parent Advaxis Common Stock, par value $0.001 per share, of which 16,500,050 145,638,459 shares were have been issued and are outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury as of the Company); date of this Agreement, and (ii) 5,000,000 shares of preferred stock, par value $0.0001 0.001 per shareshare (the “Advaxis Preferred Stock”), of Parent, none of which no shares were have been issued or outstanding. As and are outstanding as of the Capitalization Date: date of this Agreement. Except as set forth in Part 2.3(a) of the Advaxis Disclosure Schedule, the authorized capital stock of Advaxis as of immediately prior to the Closing shall consist of (i) 4,071,600 170,000,000 shares of Parent Advaxis Common Stock were held in the treasury Stock, 145,638,459 shares of the Companywhich will be issued and outstanding, (ii) 2,640,548 warrants to purchase 30,225,397 shares of Parent Advaxis 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 of which 14,005,202 are referred to collectively herein as "Parent Options"), private placement warrants for shares not yet authorized and (iii) 512,192 5,000,000 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued pursuant to the Parent Option Plans (the "Parent RSUs") and (iv) 326,234 Advaxis Preferred Stock, none of which shares of Parent Common Advaxis Preferred Stock were reserved for issuance pursuant to Parent's 2003 Employee Stock Purchase Plan will be issued and the 2003 Foreign Subsidiary Employee Stock Purchase Plan (collectively, the "Parent ESPP")outstanding. Advaxis does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Parent Advaxis Common Stock and Advaxis Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares Except as set forth in Part 2.3(a) of Parent Common Stock held by any of Parent's Subsidiaries. None the Advaxis Disclosure Schedule, none of the outstanding shares of Parent Advaxis Common Stock are or Advaxis Preferred Stock is entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right and none of the outstanding shares of Advaxis Common Stock or Advaxis Preferred Stock is subject to any right of first refusal in favor of Parent and Advaxis. Except as contemplated herein or as set forth in Part 2.3(a) of the Advaxis Disclosure Schedule, there is no Parent Advaxis 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 Parent Advaxis Common Stock or Advaxis Preferred Stock. Parent Advaxis is not under any obligation or obligation, nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Advaxis Common StockStock or other Securities. Part 2.3(a) of the Advaxis Disclosure Schedule accurately and completely lists all repurchase rights held by Advaxis with respect to shares of Advaxis Common Stock (including shares issued pursuant to the exercise of stock options) and Advaxis Preferred Stock and specifies the number of shares of Advaxis Common Stock and Advaxis Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether, to the Knowledge of the Company, the holder of such Advaxis Common Stock or Advaxis Preferred Stock filed an election under Section 83(b) of the Code with respect to the Advaxis Common Stock or Advaxis Preferred Stock within thirty (30) days of purchase.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted the Company consists of 70,000,000 shares of Parent Company Common Stock and 5,000,000 shares of Preferred Stock, par value $0.001 per share. As of which 16,500,050 April 18, 2012 (the “Capitalization Date”), 36,768,915 shares of Company Common Stock were issued and outstanding (inclusive of 34,031 Parent Company Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the CompanyAwards); and 5,000,000 no shares of preferred stock, par value $0.0001 per share, of Parent, of which no shares Preferred Stock were issued or outstanding. As of the Capitalization Date: (i) 4,071,600 no shares of Parent Company Common Stock were held in the treasury of the Company, ; (ii) 2,640,548 4,592,144 shares of Parent Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Parent Option Plans (stock options granted by Parent the Company pursuant to the Parent Option Plans or otherwise are referred to collectively herein as "Parent “Company Options"”), ; (iii) 512,192 624,332 shares of Parent Company Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued pursuant warrants to the Parent Option Plans purchase Company Common Stock (the "Parent RSUs") “Company Warrants”); and (iv) 326,234 117,911 shares of Parent Company Common Stock were reserved for issuance pursuant to Parent's 2003 Employee Stock Purchase Plan and the 2003 Foreign Subsidiary Company’s 2000 Employee Stock Purchase Plan (collectively, the "Parent “ESPP"”). All of the outstanding shares of Parent Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Parent Company Common Stock held by any of Parent's the Company’s Subsidiaries. None of the outstanding shares of Parent Company Common Stock are entitled or subject to any preemptive right, right 41 of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent the Company and there is no Parent Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent Company Common Stock. Parent None of the Acquired Corporations is not under any obligation or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Company Common StockStock or other any other Equity Interest of such Acquired Corporation.

Capitalization, Etc. (a) As of the Capitalization Date, the The authorized capital stock of Parent consisted consists of 70,000,000 shares of Parent Common Stock, of which 16,500,050 shares were issued and outstanding (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 i) 100,000,000 shares of Parent Common Stock held in the treasury of the Company); and (ii) 5,000,000 shares of preferred stockParent Preferred Stock. As of the close of business on September 15, par value $0.0001 per share, 2008: (A) 53,663,805 shares of Parent, of which Parent Common Stock were issued and outstanding; (B) no shares of Parent Preferred Stock were issued or outstanding. As of the Capitalization Date: ; (iC) 4,071,600 no shares of Parent Common Stock were held by Parent in the treasury its treasury; (D) there were outstanding Parent Options to purchase 5,594,298 shares of the CompanyParent Common Stock, (ii) 2,640,548 outstanding restricted stock units pursuant to which 27,332 shares of Parent 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")issuable, (iii) 512,192 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued pursuant to the Parent Option Plans (the "Parent RSUs") and (iv) 326,234 6,806,216 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans (not including shares issuable pursuant to Parent's 2003 Employee Parent Options and restricted stock units); and (E) there were outstanding warrants (“Parent Warrants”) exercisable for 850,224 shares of Parent Common Stock Purchase Plan and the 2003 Foreign Subsidiary Employee such number of shares of Parent Common Stock Purchase Plan (collectively, the "were reserved for issuance upon conversion of such Parent ESPP")Warrants. All of the Such issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and are free of preemptive rights. There are During the period from September 15, 2008 to the date of this Agreement, (i) there have been no issuances by Parent of shares of capital stock of Parent Common Stock held by any other than issuances of capital stock of Parent pursuant to the exercise of Parent Options outstanding on such date and (ii) there have been no issuances of Parent Options or other options, warrants or other rights to acquire capital stock of Parent's Subsidiaries. None of Parent has not, subsequent to September 15, 2008, declared or paid any dividend, or declared or made any distribution on, or authorized the outstanding shares of Parent Common Stock are entitled creation or subject to any preemptive right, right 41 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 issuance of, or restricting issued, or authorized or effected any Person from purchasingsplit-up or any other recapitalization of, sellingany of its capital stock, pledging or directly or indirectly redeemed, purchased or otherwise disposing acquired any of (or granting its outstanding capital stock. Parent has not heretofore agreed to take any option or similar right with respect to)such action, any shares and there are no outstanding contractual obligations of Parent Common Stock. Parent is not under of any obligation or bound by any Contract pursuant kind to which it may become obligated to repurchaseredeem, redeem purchase or otherwise acquire any outstanding shares of capital stock of Parent. Other than the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or, other than the outstanding Parent Options and warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote.