Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized share capital of Cyclacel consists of 19,837,045 Cyclacel Shares, of which 1,871,210 ordinary shares 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 as of the date of this Agreement. Cyclacel does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares is subject to any right of first refusal in favor of Cyclacel. Except as contemplated herein, there is no 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 Cyclacel Shares. Cyclacel is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding 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 Cyclacel, 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. (b) Cyclacel 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. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests or other securities of Cyclacel; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share capital stock, interests or other securities of Cyclacel; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel is or may become obligated to sell or otherwise issue any share capital, interests or any other securities; (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 share capital, interests or other securities of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Cyclacel. (d) All outstanding Cyclacel Shares have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Tigris consists of 19,837,045 Cyclacel Shares(i) 100,000,000 shares of Tigris Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 19,123,212 shares have been issued and are outstanding as of June 26, 2014 (the “Capitalization Date”), (ii) 4,000,000 shares of 0.1 xxxxx eachPreferred Stock, 17,965,835 preferred D par value $0.001 per share, of which no shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been issued and are outstanding as of the date Capitalization Date and (iii) 1,000,000 shares of this AgreementSeries 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. Cyclacel Tigris does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Tigris Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Tigris Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Tigris Common Stock is subject to any right of first refusal in favor of CyclacelTigris, other than early exercise rights and rights of repurchases in favor of Tigris with respect to such early exercise rights. Except as contemplated herein, herein and except as identified on Part 3.3(a)(i) of the Tigris Disclosure Schedule there is no Tigris 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 Cyclacel Sharesshares of Tigris Common Stock. Cyclacel Tigris is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Tigris Common Stock or other securities. Cyclacel does not hold any Part 3.3(a)(ii) of the Tigris Disclosure Schedule accurately and completely describes all repurchase rights held by Tigris with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Tigris Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the Tigris Amended and Restated 2002 Stock Option Plan, the Tigris Amended and Restated 2006 Equity Incentive Plan and the Tigris 2009 Employee Stock Purchase Plan (collectively, the “Tigris Stock Plans”), or except as set forth on Part 3.3(b) of the Tigris Disclosure Schedule, Tigris 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. Part 3.3(b) of the Tigris Disclosure Schedule sets forth the aggregate number of Tigris Options outstanding and a weighted average exercise price of such options. Tigris has made available to Potomac accurate and complete copies of all stock option plans pursuant to which Tigris has ever granted stock options, the forms of all stock option agreements evidencing such options and evidence of board and stockholder approval of any of the Tigris Stock Plans and amendments thereto. (c) There Except as identified on Part 3.3(c) of the Tigris Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelTigris or any of its Subsidiaries; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelTigris or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller Tigris or Cyclacel any of its Subsidiaries is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelTigris or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to CyclacelTigris. (d) All outstanding Cyclacel Shares shares of Tigris Common Stock and options, warrants and other securities of Tigris have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies ActContracts. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance Except as defined in Section 152(1identified on Part 3.3(c) of the Companies Act directly or indirectly for Tigris Disclosure Schedule, there are no Warrants to purchase capital stock of Tigris outstanding on the purpose date of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredthis Agreement. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Brainworks consists of 19,837,045 Cyclacel Shares25,000,000 shares of Brainworks Common Stock, of which 1,871,210 ordinary 2,271,090 shares 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 as of the date of this Agreement. Cyclacel Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule, Brainworks does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Brainworks Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None As of the date of this Agreement, there are no shares of Brainworks Common Stock held by any of the other Brainworks Corporations. Except as set forth in Part 3.3(a) of the Brainworks Disclosure Schedule: (i) none of the outstanding Cyclacel Shares shares of Brainworks Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding Cyclacel Shares shares of Brainworks Common Stock is subject to any right of first refusal in favor of Cyclacel. Except as contemplated herein, refusal; and (iii) there is no Brainworks Corporation 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 Cyclacel Sharesshares of Brainworks Common Stock. Cyclacel None of the Brainworks Corporations is not under any obligation, nor or is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding 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 shares of Cyclacel, 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 XcyteBrainworks Common Stock. (b) Cyclacel does not have any As of the date of this Agreement: (i) 440,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Brainworks' 2000 Stock Option Plan; and (ii) 264,000 shares of Brainworks Common Stock are reserved for future issuance pursuant to stock options outstanding and granted other than under the Brainworks' 2000 Stock Option Plan. (Stock options granted by the Brainworks pursuant to Brainworks' stock option plan or any other planplans and otherwise are referred to in this Agreement as "Brainworks Options.") Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each Brainworks Option outstanding as of the date of this Agreement: (x) whether such Brainworks Option was granted pursuant to the Brainworks 2000 Stock Option Plan; (u) the name of the optionee; (v) the number of shares of Brainworks Common Stock subject to such Brainworks Option; (w) the exercise price of such Brainworks Option; (v) the date on which such Brainworks Option was granted; (y) the applicable vesting schedule of such Brainworks Option, programand the extent to which such Brainworks Option is vested and exercisable as of the date of this Agreement; and (z) the date on which such Brainworks Option expires. As of the date of this Agreement 244,918 shares of Brainworks Common Stock are reserved for future issuance pursuant to outstanding warrants granted by Brainworks to purchase shares of Brainworks Common Stock. Part 3.3(b) of the Brainworks Disclosure Schedule sets forth the following information with respect to each such warrant outstanding as of the date of this Agreement: (i) a description of the warrant, agreement or arrangement providing for any equity or equity-based compensation for any Person(ii) the name of the holder of the warrant; (iii) the number of shares of Brainworks Common Stock subject to the warrant; (iv) the exercise price applicable to such warrant; (v) the date on which the warrant becomes exercisable; and (vi) the date on which the warrant expires. Brainworks has delivered to the LLC accurate and complete copies of: (x) all stock option plans pursuant to which Brainworks has ever granted stock options; and the forms of all stock option agreements evidencing such options and (y) all warrant agreements evidencing outstanding warrants to purchase Brainworks Common Stock. (c) There Except as set forth in Part 3.3(b) of the Brainworks Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelBrainworks; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelBrainworks; (iii) stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which Seller or Cyclacel Brainworks is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelBrainworks. (d) All outstanding Cyclacel Shares shares of Brainworks Common Stock, all outstanding Brainworks Options, all outstanding warrants to purchase Brainworks Common Stock and all outstanding shares of capital stock of each Subsidiary of Brainworks have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register All of members and statutory books the outstanding shares of Cyclacel contain accurate records capital stock of its members and all the other information which is required to be contained corporations identified in such register and books under Part 3.1(a) of the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies Brainworks Disclosure Schedule have been duly delivered authorized and no fines or penalties are outstanding. Cyclacel has not received any notice validly issued, are fully paid and nonassessable and are owned beneficially and of record by Brainworks, free and clear of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredEncumbrances. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Meerkat consists of 19,837,045 Cyclacel Shares(i) 255,000,000 shares of Meerkat Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 20,856,693 shares have been issued and are outstanding as of May 15, 2017 (the “Capitalization Date”) and (ii) 5,000,000 shares of 0.1 xxxxx eachPreferred Stock, 17,965,835 preferred D par value $0.001 per share, of which no shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been issued and are outstanding as of the date of this AgreementCapitalization Date. Cyclacel Meerkat does not hold any shares of its capital stock in its treasury. . (b) All of the outstanding Cyclacel Shares shares of Meerkat Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and are free of any Encumbrances. None of the outstanding Cyclacel Shares shares of Meerkat Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Meerkat Common Stock is subject to any right of first refusal in favor of CyclacelMeerkat. Except as contemplated herein, there is no Meerkat 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 Cyclacel Sharesshares of Meerkat Common Stock. Cyclacel Meerkat is not under any obligation, nor is it Meerkat bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Meerkat Common Stock or other securities. Cyclacel does not hold any Section 3.6(b) of the Meerkat Disclosure Schedule accurately and completely describes all repurchase rights held by Meerkat with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Meerkat Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (bc) Cyclacel Except for the Meerkat 2008 Long Term Incentive Plan and the Meerkat 2015 Equity Incentive Award Plan (collectively, the “Meerkat Stock Plans”) and the Meerkat 2015 Employee Stock Purchase Plan (the “Meerkat ESPP”), and except as set forth on Section 3.6(c) of the Meerkat Disclosure Schedule, Meerkat 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. As of the date of this Agreement, Meerkat has reserved 3,623,867 shares of Meerkat Common Stock for issuance under the Meerkat Stock Plans, of which 130,675 shares have been issued and are currently outstanding, 1,606,616 shares have been reserved for issuance upon exercise of Meerkat Options granted under the Meerkat Stock Plans, and 1,886,576 shares remain available for future issuance pursuant to the Meerkat Stock Plans. As of the date of this Agreement, Meerkat has reserved 369,690 shares of Meerkat Common Stock for future issuance pursuant to the Meerkat ESPP. Section 3.6(c) of the Meerkat Disclosure Schedule sets forth the following information with respect to each Meerkat Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Meerkat Common Stock subject to such Meerkat Option at the time of grant; (iii) the number of shares of Meerkat Common Stock subject to such Meerkat Option as of the date of this Agreement; (iv) the exercise price of such Meerkat Option; (v) the date on which such Meerkat Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Meerkat Option expires; and (viii) whether such Meerkat Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Meerkat has made available to the Company accurate and complete copies of equity incentive plans pursuant to which Meerkat has equity-based awards, the forms of all award agreements evidencing such equity-based awards and evidence of board and stockholder approval of the Meerkat Stock Plans and any amendments thereto. As of the date of this Agreement, no employee or other service provider of Meerkat is participating in the ESPP, and there are no ongoing offering periods under the Meerkat ESPP. (cd) There Except for the outstanding Meerkat Options or as set forth on Section 3.6(d) of the Meerkat Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelMeerkat; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelMeerkat; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Meerkat is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelMeerkat. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelMeerkat. (de) All outstanding Cyclacel Shares shares of Meerkat Common Stock, Meerkat Options and other securities of Meerkat have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaw, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel CancerVax consists of: (i) 75,000,000 shares of 19,837,045 Cyclacel SharesCancerVax Common Stock, par value $0.00004 per share, of which 1,871,210 ordinary 27,932,160 shares 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 as of the date of this Agreement; and (ii) 10,000,000 shares of CancerVax Preferred Stock, par value $0.00004 per share, of which 75,000 shares have been designated as Series A Junior Participating Preferred Stock, no shares of which have been issued or are outstanding as of the date of this Agreement. Cyclacel CancerVax does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of CancerVax Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of CancerVax Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of CancerVax Common Stock is subject to any right of first refusal in favor of CyclacelCancerVax. Except as contemplated herein, herein and except as identified on Part 3.3(a)(i) of the CancerVax Disclosure Schedule there is no CancerVax 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 Cyclacel Sharesshares Table of Contents of CancerVax Common Stock. Cyclacel CancerVax is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of CancerVax Common Stock or other securities. Cyclacel does not hold any Part 3.3(a)(ii) of the CancerVax Disclosure Schedule accurately and completely describes all repurchase rights held by CancerVax with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than CancerVax Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the CancerVax Third Amended and Restated 2000 Stock Incentive Plan, the CancerVax Amended and Restated 2003 Equity Incentive Award Plan and the CancerVax Employee Stock Purchase Plan (collectively, the “CancerVax Stock Plans”), or except as set forth on Section 3.3(b) of the CancerVax Disclosure Schedule, CancerVax 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. As of the date of this Agreement: (i) 75,000 shares of CancerVax Series A Junior Participating Preferred Stock are reserved for future issuance upon exercise of the Rights issued pursuant to the Rights Agreement, dated as of November 3, 2004, by and between CancerVax and Mellon Investor Services LLC as Rights Agent (the “Rights Agreement”); (ii) 1,443,606 shares of CancerVax Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Third Amended and Restated 2000 Stock Incentive Plan; (iii) 3,981,460 shares of CancerVax Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Amended and Restated 2003 Equity Incentive Award; (iv) 253,376 shares of CancerVax Common Stock are reserved for issuance pursuant to the ESPP CancerVax Stock Plans; (v) 1,591,290 shares of CancerVax Common Stock are reserved for future issuance pursuant to stock options not yet granted under the CancerVax Stock Plans other than the ESPP; and (vi) 85,610 shares of CancerVax Common Stock are reserved for future issuance pursuant to warrants to purchase CancerVax Common Stock (“CancerVax Warrants”). Options to purchase shares of CancerVax Common Stock are referred to in this Agreement as “CancerVax Options.” Part 3.3(b) of the CancerVax Disclosure Schedule sets forth the following information with respect to each CancerVax Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of CancerVax Common Stock subject to such CancerVax Option; (C) the exercise price of such CancerVax Option; (D) the date on which such CancerVax Option was granted; (E) the applicable vesting schedule, and the extent to which such CancerVax Option is vested and exercisable as of the date of this Agreement; (F) the date on which such CancerVax Option expires; and (G) whether such CancerVax Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. CancerVax has delivered to Micromet accurate and complete copies of all stock option plans pursuant to which CancerVax has ever granted stock options, the forms of all stock option agreements evidencing such options and evidence of board and stockholder approval of any of the CancerVax Stock Plans and amendments thereto. CancerVax has delivered to Micromet accurate and complete copies of all CancerVax Warrants. (c) There Except for the Rights Agreement and the outstanding CancerVax Warrants and CancerVax Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelCancerVax; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelCancerVax; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel CancerVax is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelCancerVax. There are no not outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to CyclacelCancerVax. (d) All outstanding Cyclacel Shares shares of CancerVax Common Stock and options, warrants and other securities of CancerVax have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register All of members and statutory books the outstanding shares of Cyclacel contain accurate records capital stock of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar each of Companies CancerVax’s Subsidiaries have been duly delivered authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no fines or penalties personal Table of Contents liability attaching to the ownership thereof, and are outstanding. Cyclacel has not received any notice owned beneficially and of record by CancerVax, free and clear of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredEncumbrances. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Carnivale consists of 19,837,045 Cyclacel Shares(i) 100,000,000 shares of Carnivale Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 26,335,775 shares have been issued and are outstanding as of June 10, 2016 (the “Capitalization Date”) and (ii) 5,000,000 shares of 0.1 xxxxx eachPreferred Stock, 17,965,835 preferred D par value $0.001 per share, of which no shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been issued and are outstanding as of the date of this AgreementCapitalization Date. Cyclacel Carnivale does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Carnivale Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Carnivale Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Carnivale Common Stock is subject to any right of first refusal in favor of CyclacelCarnivale. Except as contemplated herein, herein and except as identified on Part 3.6(a) of the Carnivale Disclosure Schedule there is no Carnivale 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 Cyclacel Sharesshares of Carnivale Common Stock. Cyclacel Carnivale is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Carnivale Common Stock or other securities. Cyclacel does not hold any Part 3.6(a) of the Carnivale Disclosure Schedule accurately and completely describes all repurchase rights held by Carnivale with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Carnivale Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the Amended and Restated Carnivale 2004 Stock Option Plan, the Carnivale 2014 Stock Option Plan and the Carnivale 2015 Equity Incentive Plan (collectively, the “Carnivale Stock Plans”), or except as set forth on Part 3.6(b) of the Carnivale Disclosure Schedule, Carnivale 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. As of the Capitalization Date, Carnivale has reserved 3,852,132 shares of Carnivale Common Stock for issuance under the Carnivale Stock Plans, of which 399,963 shares have been issued and are currently outstanding, 2,083,579 have been reserved for issuance upon exercise of Carnivale Options granted under the Carnivale Stock Plans, and 1,368,590 shares of Company Common Stock remain available for future issuance pursuant to the Carnivale Stock Plans. Part 3.6(b) of the Carnivale Disclosure Schedule sets forth the following information with respect to each Carnivale Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Carnivale Common Stock subject to such Carnivale Option at the time of grant; (iii) the number of shares of Carnivale Common Stock subject to such Carnivale Option as of the date of this Agreement; (iv) the exercise price of such Carnivale Option; (v) the date on which such Carnivale Option was granted; and (vi) the date on which such Carnivale Option expires. Carnivale has made available to the Company accurate and complete copies of all stock option plans pursuant to which Carnivale has ever granted stock options and the forms of all stock option agreements evidencing such options and evidence of board and stockholder approval of any of the Carnivale Stock Plans and amendments thereto. (c) There Except for the outstanding Carnivale Options or as identified on Part 3.6(b) of the Carnivale Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelCarnivale; (ii) outstanding security, instrument or obligation (written or oral) that is or may will become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelCarnivale; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Carnivale is or may will become obligated to sell or otherwise issue any share capital, interests shares of its capital stock or any other securities; or (iv) condition or circumstance that may is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any share capital, interests shares of capital stock or other securities of CyclacelCarnivale. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelCarnivale. (d) All outstanding Cyclacel Shares shares of Carnivale Common Stock and options and other securities of Carnivale have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaws, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register All of members the issued and statutory books of Cyclacel contain accurate records of its members and all the outstanding shares, or other information which is required to be contained in such register and books under the Companies Act. All returnsequity or voting interests in, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies Carnivale have been duly delivered authorized and no fines validly issued and are fully paid and non-assessable. All dividends or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly distributions declared, made or indirectly for the purpose of acquiring its own shares paid by Carnivale have been declared, made or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except paid in accordance with its memorandum Organizational Documents and articles other corporate documents, all applicable Laws, the rules of associationany Governmental Body and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Arrow consists of 19,837,045 Cyclacel Shares(i) 75,000,000 shares of Arrow Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 30,020,294 shares have been issued and are outstanding as of September 30, 2016 (the “Capitalization Date”) and (ii) 5,000,000 shares of 0.1 xxxxx eachPreferred Stock, 17,965,835 preferred D par value $0.001 per share, of which no shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been issued and are outstanding as of the date of this AgreementCapitalization Date. Cyclacel does not hold any Arrow holds 33,993 shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Arrow Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Arrow Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Arrow Common Stock is subject to any right of first refusal in favor of CyclacelArrow. Except as contemplated hereinherein and except as set forth in Part 3.6(a) of the Arrow Disclosure Schedule, there is no Arrow 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 Cyclacel Sharesshares of Arrow Common Stock. Cyclacel Arrow is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Arrow Common Stock 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 Cyclacel, 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. (b) Cyclacel Except for the 2010 Performance Incentive Plan, the 2000 Stock Incentive Plan, the 2007 Performance Incentive Plan and the OncoGenex Technologies Inc. Stock Option Plan (collectively, the “Arrow Stock Plans”), or except as set forth on Part 3.6(b) of the Arrow Disclosure Schedule, Arrow 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. (c) There Except for the outstanding Arrow Options or as set forth in Part 3.6(c) of the Arrow Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelArrow; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelArrow; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Arrow is or may become obligated to sell or otherwise issue any share capital, interests shares of its capital stock or any other securities; securities or (iv) condition or circumstance that may is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any share capital, interests shares of capital stock or other securities of CyclacelArrow. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelArrow. (d) All outstanding Cyclacel Shares shares of Arrow Common Stock and options and other securities of Arrow have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Advaxis as of the date of this Agreement consists of 19,837,045 Cyclacel Shares(i) 170,000,000 shares of Advaxis Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 145,638,459 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 shares of 0.1 xxxxx eachpreferred stock, 17,965,835 preferred D par value $0.001 per share (the “Advaxis Preferred Stock”), none of which shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been issued and are outstanding as of the date of this Agreement. Cyclacel 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) 170,000,000 shares of Advaxis Common Stock, 145,638,459 shares of which will be issued and outstanding, (ii) warrants to purchase 30,225,397 shares of Advaxis Common Stock of which 14,005,202 are private placement warrants for shares not yet authorized and (iii) 5,000,000 shares of Advaxis Preferred Stock, none of which shares of Advaxis Preferred Stock will be issued and outstanding. Advaxis does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Advaxis Common Stock and Advaxis Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Part 2.3(a) of the Advaxis Disclosure Schedule, none of the outstanding Cyclacel Shares shares of Advaxis Common Stock or Advaxis Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None right and none of the outstanding Cyclacel Shares shares of Advaxis Common Stock or Advaxis Preferred Stock is subject to any right of first refusal in favor of CyclacelAdvaxis. Except as contemplated hereinherein or as set forth in Part 2.3(a) of the Advaxis Disclosure Schedule, there is no Advaxis 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 Cyclacel Sharesshares of Advaxis Common Stock or Advaxis Preferred Stock. Cyclacel Advaxis is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Advaxis Common Stock or other securitiesSecurities. Cyclacel does not hold any Part 2.3(a) of the Advaxis Disclosure Schedule accurately and completely lists all repurchase rights held by Advaxis with respect to Cyclacel Shares. There is no share capitalshares 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, interest or other security of Cyclacelthe purchase price paid by such holder, other than the Cyclacel Shares all of vesting schedule under which are described in such repurchase rights lapse, and whether, to the first sentence of this Section 2.3(a). Seller is the registered and beneficial owner of all Knowledge of the Cyclacel SharesCompany, free and clear the holder of all Encumbrances. No legend such Advaxis Common Stock or other reference to any purported Encumbrance appears upon any certificate representing equity securities of Cyclacel. Upon consummation Advaxis Preferred Stock filed an election under Section 83(b) of the Code with respect to the Advaxis Common Stock Purchase, or Advaxis Preferred Stock within thirty (i30) Xcyte will acquire good title to all days of the issued and outstanding Cyclacel Shares, free and clear of all Encumbrances and (ii) Cyclacel will become a wholly-owned subsidiary of Xcytepurchase. (b) Cyclacel Except for the Advaxis 2011 Omnibus Incentive Plan and the Advaxis 2015 Incentive Plan (the “Advaxis Equity Plans”), and except as set forth in Part 2.3(b) of the Advaxis Disclosure Schedule, Advaxis 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. Advaxis has reserved 6,000,000 shares of Advaxis Common Stock for issuance under the Advaxis Equity Plans. Of such reserved shares of Advaxis Common Stock, 333 shares have been issued pursuant to the exercise of outstanding options, options to purchase 1,031,323 shares have been granted and are currently outstanding (with a weighted average exercise price per share of $32.51), and 5,002,895 shares of Advaxis Common Stock remain available for future issuance pursuant to the Advaxis Equity Plans. No shares of Advaxis Common Stock are reserved for issuance pursuant to outstanding unsettled Advaxis RSUs. No other shares of capital stock or other voting securities of Advaxis are issued, reserved for issuance or outstanding. Part 2.3(b) of the Advaxis Disclosure Schedule sets forth the following information with respect to each Advaxis Option and Advaxis RSU outstanding as of the date of this Agreement (A) the name of the holder thereof; (B) the number of shares of Advaxis Common Stock issuable thereunder or otherwise subject thereto at the time of grant; (C) the number of shares of Advaxis Common Stock issuable thereunder or otherwise subject thereto as of the date of this Agreement; (D) if applicable, the exercise price; (E) the date on which such award was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares; (G) the date on which such award expires; and (H) if applicable, whether such Advaxis Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Advaxis has made available to Biosight accurate and complete copies of the Advaxis Equity Plans and forms of all award agreements approved for use thereunder. No vesting of Advaxis Options will accelerate in connection with the closing of the Transactions. (c) There Except for the Rights Agreement, the outstanding Advaxis Options and Advaxis RSUs as set forth in Section 2.3(b), the warrants identified on Part 2.3(c) of the Advaxis Disclosure Schedule (the “Advaxis Warrants”) or as otherwise set forth on Part 2.3(c) of the Advaxis Disclosure Schedule, there is no: no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities Securities of CyclacelAdvaxis or any of its Subsidiaries; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities Securities of CyclacelAdvaxis or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller Advaxis or Cyclacel any of its Subsidiaries is or may become obligated to sell or otherwise issue any share capital, interests shares of its capital stock or any other securitiesSecurities; 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 share capital, interests shares of capital stock or other securities Securities of CyclacelAdvaxis or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelAdvaxis or any of its Subsidiaries. Except as expressly set forth on Part 2.3(c) of the Advaxis Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by Advaxis, nor (y) the consummation of the Merger or any of the other Transactions, will directly or indirectly (with or without notice or lapse of time), (A) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Advaxis Warrant or (B) result in any right or payment due, or in the acceleration, cancelation, termination or modification of any Advaxis Warrant or any right of any Person thereunder. (d) All outstanding Cyclacel Shares shares of Advaxis Common Stock and Advaxis Preferred Stock, as well as all options, warrants and other Securities of Advaxis, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. Advaxis has delivered to Biosight accurate and complete copies of all Advaxis Warrants. (e) The register shares of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required Advaxis Common Stock to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required issued as Merger Consideration pursuant to be delivered by Cyclacel to the Registrar of Companies this Agreement have been duly delivered authorized and no fines or penalties are outstanding. Cyclacel has not received any notice will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid, nonassessable and free of any intended application for Encumbrances and will not be subject to any restriction on resale under the rectification Securities Act, other than restrictions imposed by Rules 144 and 145 under the Securities Act. The Advaxis Options issued in connection with the assumption of Biosight Options pursuant to Section 1.5(c) when issued in accordance with this Agreement, and any share of Advaxis Common Stock issued upon the register exercise thereof according to the terms thereof, will be duly and validly issued, fully paid, non-assessable and free and clear of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredall Encumbrances. (f) Cyclacel Advaxis has not redeemed or purchased or agreed taken all actions necessary to redeem or purchase (i) render the Rights Agreement inapplicable to this Agreement and the Transactions; (ii) ensure that in connection with the Transactions, (A) neither Advaxis, Merger Sub nor any of its share capital their “Affiliates” or passed “Associates” (each as defined in the Rights Agreement) is or will be (1) a “Beneficial Owner” of or deemed to “beneficially own” and have “Beneficial Ownership” (each as defined in the Rights Agreement) of any resolutions authorizing any such redemption securities of Advaxis or purchase or entered into or agreed to enter into any contingent purchase contracts (2) an “Acquiring Person” (as defined in section 165(1the Rights Agreement) and (B) none of a “Shares Acquisition Date,” a “Distribution Date” (as such terms are defined in the Rights Agreement) or a “Triggering Event” (as defined in the Rights Agreement) occurs or will occur, in each case of clauses (A) and (B), solely by reason of the Companies Actexecution of this Agreement, or the consummation of the Merger or the other Transactions; and (iii) provide that the “Final Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time, but only if the Effective Time shall occur. To the Knowledge of Advaxis, no Person is an “Acquiring Person” and no “Share Acquisition Date,” “Distribution Date” (as such terms are defined in the Rights Agreement) or passed any resolutions approving any such contract or made any capitalization or reserves. “Triggering Event” (g) No share as defined in the capital of Cyclacel Rights Agreement) has been issued or transferred except in accordance with its memorandum and articles of associationoccurred.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Lpath consists of 19,837,045 Cyclacel Shares(i) 100,000,000 shares of Lpath Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 2,368,221 shares were issued and outstanding as of June 30, 2016 (the “Capitalization Date”), and (ii) 15,000,000 shares of 0.1 xxxxx eachpreferred stock, 17,965,835 preferred D par value $0.001 per share, of which no shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been are issued and are outstanding as of the date of this AgreementCapitalization Date. Cyclacel Lpath does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Lpath Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Lpath Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Lpath Capital Stock is subject to any right of first refusal in favor of CyclacelLpath, other than early exercise rights and rights of repurchases in favor of Lpath with respect to such early exercise rights. Except as contemplated hereinherein and except as identified on Part 3.3(a)(i) of the Lpath Disclosure Schedule, there is no Lpath 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 Cyclacel Sharesshares of Lpath Capital Stock. Cyclacel Lpath is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Lpath Capital Stock or other securities. Cyclacel does not hold any Part 3.3(a)(ii) of the Lpath Disclosure Schedule accurately and completely describes all repurchase rights held by Lpath with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Lpath Capital Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the Lpath Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), or except as set forth on Part 3.3(b) of the Lpath Disclosure Schedule, Lpath does not have any stock option plan or any other plan, program, agreement or arrangement other than individual offer letters or employment agreements providing for any equity or equity-based compensation for any Person. Lpath has reserved 300,000 shares of Lpath Common Stock for issuance under the 2005 Plan. Of such reserved shares of Lpath Common Stock, 157,839 shares of Lpath Common Stock may be issued upon the exercise of outstanding stock options and the vesting of outstanding restricted stock units as of the Capitalization Date, and 76,948 shares remain available for future issuance pursuant to the 2005 Plan. Part 3.3(b) of the Lpath Disclosure Schedule sets forth the following information with respect to each Lpath Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Lpath Common Stock subject to such Lpath Option at the time of grant; (C) the number of shares of Lpath Common Stock subject to such Lpath Option as of the date of this Agreement; (D) the exercise price of such Lpath Option; (E) the date on which such Lpath Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares; (G) the date on which such Lpath Option expires; and (H) whether such Lpath Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Lpath has made available to Buyer an accurate and complete copy of the 2005 Plan and the forms of all stock option agreements approved for use thereunder. No vesting of Lpath Options will accelerate in connection with the closing of the Contemplated Transactions. (c) There Except for the outstanding Lpath Options as set forth in Section 3.3(b), for the warrants identified in Lpath’s most recent Quarterly Report on Form 10-Q filed with the SEC as of the date hereof (the “Lpath Warrants”) or as set forth on Part 3.3(c) of the Lpath Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelLpath or any of its Subsidiaries; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelLpath or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller Lpath or Cyclacel any of its Subsidiaries is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelLpath or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to CyclacelLpath or any of its Subsidiaries. (d) All outstanding Cyclacel Shares shares of Lpath Capital Stock as well as options, warrants and other securities of Lpath have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies ActContracts. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance Except as defined in Section 152(1identified on Part 3.3(c) of the Companies Act directly or indirectly for Lpath Disclosure Schedule, there are no Warrants to purchase capital stock of Lpath outstanding on the purpose date of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredthis Agreement. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel the Purchaser consists of 19,837,045 Cyclacel Shares60,000,000 shares of Purchaser Common Stock, of which 1,871,210 ordinary 16,545,411 shares 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 had been issued and are were outstanding as of the date June 30, 2001. The Purchaser has not repurchased any shares of this Agreement. Cyclacel its capital stock and does not hold any shares of its capital stock in its treasury, except for the repurchase of the Purchaser Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Purchaser. All of the outstanding Cyclacel Shares shares of Purchaser Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in the Purchaser SEC Reports: (i) none of the outstanding Cyclacel Shares shares of Purchaser Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance first offer or any similar right. None right created by the Purchaser or imposed under applicable law with respect to capital stock of the Purchaser; (ii) none of the outstanding Cyclacel Shares shares of Purchaser Common Stock is subject to any right of first refusal in favor of Cyclacel. Except as contemplated herein, the Purchaser; and (iii) there is no the Purchaser 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 Cyclacel Sharesshares of Purchaser Common Stock. Cyclacel The Purchaser is not under any obligation, nor or is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding 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 shares of Cyclacel, 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 XcytePurchaser Common Stock. (b) Cyclacel does not have any As of June 30, 2001: (i) 2,326,473 shares of Purchaser Common Stock were subject to issuance pursuant to outstanding options to purchase shares of Purchaser Common Stock; and (ii) 63,406 shares of Purchaser Common Stock were reserved for future issuance pursuant to the Purchaser's Employee Stock Purchase Plan (the "PURCHASER ESPP"). (Stock options granted by the Purchaser pursuant to the Purchaser's stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Personplans and otherwise are referred to in this Agreement as "PURCHASER OPTIONS.") (c) There is Except as set forth in Section 4.3(b), as of June 30, 2001 there was no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests or other securities of Cyclacel; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share capital stock, interests or other securities of Cyclacel; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel is or may become obligated to sell or otherwise issue any share capital, interests or any other securities; (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 share capital, interests or other securities of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Cyclacel. (d) All outstanding Cyclacel Shares have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.acquire

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized share capital stock of Cyclacel CGI consists of 19,837,045 Cyclacel Shares(i) 100,000,000 shares of CGI Common Stock, of which 1,871,210 ordinary 2,307,612 shares 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 as of the date of this AgreementAgreement and (ii) 9,764,000 shares of CGI Preferred Stock, of which no shares have been issued or are outstanding. Cyclacel CGI does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of CGI Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessable. None , and were not issued in violation of the material terms of any agreement or understanding binding upon CGI at the time at which they were issued and were issued in compliance with the Certificate of Incorporation, bylaws and other organizational documents of CGI and all applicable laws. (b) Except as set forth in Part 3.3(b) of the CGI Disclosure Schedule, none of the outstanding Cyclacel Shares shares of CGI Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Except as set forth in Part 3.3(b) of the CGI Disclosure Schedule, none of the outstanding Cyclacel Shares shares of CGI Common Stock is subject to any right of first refusal in favor of CyclacelCGI. Except as contemplated herein, there is no CGI 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 Cyclacel Shares. Cyclacel shares of CGI Common Stock, and CGI is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of CGI Common Stock or other securities. Cyclacel does not hold any Part 3.3(b) of the CGI Disclosure Schedule accurately and completely describes all repurchase rights held by CGI with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than CGI Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of which are described in stock options) outstanding as of the first sentence date of this Agreement, and specifies, with respect to such repurchase rights, each holder of CGI Common Stock, the date of purchase of such CGI Common Stock, the number of shares of CGI Common Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such CGI Common Stock filed an election under Section 2.3(a). Seller is the registered and beneficial owner of all 83(b) of the Cyclacel Shares, free and clear Code with respect to such CGI Common Stock within 30 days 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 Xcytepurchase. (bc) Cyclacel Except for the 2011 Equity Incentive Plan of CGI, as amended, and the 2008 Stock Option Plan of CGI (collectively, the “CGI Stock Plans”) and the awards issued thereunder, CGI 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. Part 3.3(c) of the CGI Disclosure Schedule sets forth the following information with respect to each CGI Option outstanding as of the date of this Agreement: (i) the name of the optionholder; (ii) the number of shares of CGI Common Stock subject to such CGI Option; (iii) the exercise price of such CGI Option; (iv) the date on which such CGI Option was granted; (v) the applicable vesting schedule, including the number of vested and unvested shares; (vi) the date on which such CGI Option expires; and (vii) whether such CGI Option is an “incentive stock option” (within the meaning of Section 422 of the Code) or a non-statutory stock option; and (viii) whether and to what extent the exercisability of each Company Option will be accelerated upon consummation of the Contemplated Transactions or any termination of employment thereafter. CGI has made available to the Company accurate and complete copies of all stock option plans pursuant to which CGI has ever granted stock options, and the forms of all stock option agreements evidencing such options. CGI has provided the Company with copies of any valuation reports, to the extent obtained, utilized for determining the exercise price of each CGI Option for purposes of demonstrating compliance with Section 409A of the Code. All grants of CGI Options were made in compliance in all material respects with all applicable laws. (cd) There Part 3.3(d) of the CGI Disclosure Schedule sets forth the following information with respect to each CGI Warrant outstanding as of the date of this Agreement: (i) the name of the warrantholder; (ii) the number of shares of CGI Common Stock subject to such CGI Warrant; (iii) the exercise price of such CGI Warrant; (iv) the date on which such CGI Warrant was granted; and (v) the date on which such CGI Warrant expires. CGI has delivered or made available to the Company accurate and complete copies of all CGI Warrants. (e) Except for the outstanding CGI Options, CGI Warrants or as set forth on Part 3.3(e) of the CGI Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant warrant, commitment or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelCGI; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelCGI; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel CGI is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelCGI. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelCGI. (df) All outstanding Cyclacel Shares shares of CGI Common Stock and options, warrants and other securities of CGI have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Axonyx consists of: (i) 150,000,000 shares of 19,837,045 Cyclacel SharesAxonyx Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 53,680,721 shares 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 as of the date of this Agreement; and (ii) 15,000,000 shares of Axonyx Preferred Stock, par value $0.001 per share, of which 100,000 shares have been designated as Series A Preferred Stock, no shares of which have been issued or are outstanding as of the date of this Agreement. Cyclacel Axonyx does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Axonyx Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Axonyx Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Axonyx Common Stock is subject to any right of first refusal in favor of CyclacelAxonyx. Except as contemplated herein, herein and except as identified on Part 3.3(a)(i) of the Axonyx Disclosure Schedule there is no Axonyx 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 Cyclacel Sharesshares of Axonyx Common Stock. Cyclacel Axonyx is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Axonyx Common Stock or other securities. Cyclacel does not hold any Part 3.3(a)(ii) of the Axonyx Disclosure Schedule accurately and completely describes all repurchase rights held by Axonyx with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Axonyx Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the Axonyx 1998 Stock Option Plan and the Axonyx 2000 Stock Option Plan, as amended (collectively, the “Axonyx Stock Plans”), or except as set forth on Section 3.3(b) of the Axonyx Disclosure Schedule, Axonyx 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. As of the date of this Agreement: (i) 100,000 shares of Axonyx Series A Preferred Stock are reserved for future issuance upon exercise of the Rights issued pursuant to the Rights Agreement, dated as of May 13, 2005, by and between Axonyx and Nevada Agency & Trust Co. as Rights Agent (the “Rights Agreement”); (ii) 1,049,600 shares of Axonyx Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Axonyx 1998 Stock Option Plan; (iii) 3,867,519 shares of Axonyx Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Axonyx 2000 Stock Option Plan, as amended; (iv) 2,998,481 shares of Axonyx Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Axonyx Stock Plans; (v) 237,500 shares of Axonyx Common Stock are subject to issuance pursuant to stock options granted and outstanding outside of the Axonyx Stock Plans and (vi) 7,083,116 shares of Axonyx Common Stock are reserved for future issuance pursuant to warrants to purchase Axonyx Common Stock (“Axonyx Warrants”). Part 3.3(b) of the Axonyx Disclosure Schedule sets forth the following information with respect to each Axonyx Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Axonyx Common Stock subject to such Axonyx Option at the time of grant; (C) the number of shares of Axonyx Common Stock subject to such Axonyx Option as of the date of this Agreement; (D) the exercise price of such Axonyx Option; (E) the date on which such Axonyx Option was granted; (F) the applicable vesting schedule, and the extent to which such Axonyx Option is vested and exercisable as of the date of this Agreement; (G) the date on which such Axonyx Option expires; and (H) whether such Axonyx Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Axonyx has made available to TorreyPines accurate and complete copies of all stock option plans pursuant to which Axonyx has ever granted stock options, the forms of all stock option agreements evidencing such options and evidence of board and stockholder approval of any of the Axonyx Stock Plans and amendments thereto. (c) There Except for the Rights Agreement and the outstanding Axonyx Warrants and Axonyx Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelAxonyx; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelAxonyx; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Axonyx is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelAxonyx. There are no not outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to CyclacelAxonyx. (d) All outstanding Cyclacel Shares shares of Axonyx Common Stock and options, warrants and other securities of Axonyx have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. Axonyx has delivered to TorreyPines accurate and complete copies of all Axonyx Warrants. (e) The register All of members and statutory books the outstanding shares of Cyclacel contain accurate records capital stock of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar each of Companies Axonyx’s Subsidiaries have been duly delivered authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no fines or penalties personal liability attaching to the ownership thereof, and are outstanding. Cyclacel has not received any notice owned beneficially and of record by Axonyx, free and clear of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredEncumbrances. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Tranzyme consists of 19,837,045 Cyclacel Shares(i) 100,000,000 shares of Tranzyme Common Stock, par value $0.00001 per share, of which 1,871,210 ordinary 27,600,437 shares 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 as of the date this Agreement and (ii) 5,000,000 shares of this AgreementPreferred Stock, par value $0.00001 per share of which no shares have been issued and are outstanding. Cyclacel Tranzyme does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of the capital stock of each Subsidiary of Tranzyme is held beneficially and of record by Tranzyme. All of the outstanding shares of Tranzyme Common Stock and each of its Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Tranzyme Common Stock or any of its Subsidiaries is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Tranzyme Common Stock is subject to any right of first refusal in favor of CyclacelTranzyme. Except as contemplated hereinherein or as set forth in the Tranzyme Disclosure Schedule, there is no Tranzyme 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 Cyclacel Sharesshares of Tranzyme Common Stock. Cyclacel Neither Tranzyme nor any of its Subsidiaries is not under any obligation, nor is it bound by any Contract pursuant to which it such entity may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Tranzyme Common Stock or other securitiessecurities of Tranzyme or shares of the capital stock of any of the Subsidiaries of Tranzyme. Cyclacel does not hold any Part 3.3(a) of the Tranzyme Disclosure Schedule accurately and completely describes all repurchase rights held by Tranzyme with respect to Cyclacel Shares. There is no share capitalshares of Tranzyme Common Stock (including shares issued pursuant to the exercise of stock options), interest or other security and specifies each holder of CyclacelTranzyme Common Stock, other than the Cyclacel Shares all date of purchase of such Tranzyme Common Stock, the number of shares of Tranzyme Common Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which are described in such repurchase rights lapse, and whether the first sentence holder of this such Tranzyme Common Stock filed an election under Section 2.3(a). Seller is the registered and beneficial owner of all 83(b) of the Cyclacel Shares, free and clear Code with respect to such Tranzyme Common Stock within thirty (30) days 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 Xcytepurchase. (b) Cyclacel does not have Except for the Tranzyme 2011 Stock Option and Incentive Plan, the Amended and Restated 2004 Stock Option Plan of Tranzyme Pharma Inc., the 2003 Stock Option Plan of Tranzyme, the 2001 Non-Employee Stock Option Plan of Tranzyme and the 2001 Employee Stock Option Plan of Tranzyme (collectively, the “Tranzyme Stock Plans”), or except as set forth on Part 3.3(b) of the Tranzyme Disclosure Schedule, neither Tranzyme nor any of its Subsidiaries has any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Part 3.3(b) of the Tranzyme Disclosure Schedule sets forth the aggregate number of Tranzyme Options outstanding and a weighted average exercise price of such options. Tranzyme has made available to the Company accurate and complete copies of all stock option plans pursuant to which Tranzyme has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelTranzyme or any of its Subsidiaries; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelTranzyme or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller Tranzyme or Cyclacel any of its Subsidiaries is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelTranzyme or any of its Subsidiaries. There are no not outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to CyclacelTranzyme or any of its Subsidiaries. (d) All outstanding Cyclacel Shares shares of Tranzyme Common Stock and options, warrants and other securities of Tranzyme have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies ActContracts. All returns, particulars, resolutions and other documents required to be Tranzyme has delivered by Cyclacel or made available to the Registrar Company accurate and complete copies of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredall Tranzyme Warrants. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Pivot consists of 19,837,045 Cyclacel Shares123,104,000 shares of Pivot Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 25,876,602 shares 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 as of the date of this AgreementAugust 25, 2008. Cyclacel Pivot does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Pivot Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Pivot Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Pivot Common Stock is subject to any right of first refusal in favor of CyclacelPivot, other than early exercise rights and rights of repurchases in favor of Pivot with respect to such early exercise rights. Except as contemplated herein, herein and except as identified on Part 3.3(a)(i) of the Pivot Disclosure Schedule there is no Pivot 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 Cyclacel Sharesshares of Pivot Common Stock. Cyclacel Pivot is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Pivot Common Stock or other securities. Cyclacel does not hold any Part 3.3(a)(ii) of the Pivot Disclosure Schedule accurately and completely describes all repurchase rights held by Pivot with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Pivot Common Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the Pivot 2006 Incentive Award Plan and the Pivot 2001 Stock Option Plan, as amended (collectively, the “Pivot Stock Plans”), or except as set forth on Section 3.3(b) of the Pivot Disclosure Schedule, Pivot 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. Part 3.3(b) of the Pivot Disclosure Schedule sets forth the aggregate number of Pivot Options outstanding and a weighted average exercise price of such options. Pivot has made available to Merger Partner accurate and complete copies of all stock option plans pursuant to which Pivot has ever granted stock options, the forms of all stock option agreements evidencing such options and evidence of board and stockholder approval of any of the Pivot Stock Plans and amendments thereto. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelPivot; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelPivot; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Pivot is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelPivot. There are no not outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to CyclacelPivot. (d) All outstanding Cyclacel Shares shares of Pivot Common Stock and options, warrants and other securities of Pivot have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. There are no Pivot Warrants outstanding on the date of this Agreement. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel NetScout consists of 19,837,045 Cyclacel Shares(i) 150,000,000 shares of NetScout Common Stock, of which 1,871,210 ordinary 41,181,526 shares 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 as of the last business day ending immediately prior to the date of this Agreement. Cyclacel does not hold any Agreement and (ii) five million (5,000,000) shares of its capital stock in its treasurypreferred stock, $0.001 par value per share, none of which are issued and outstanding as of the date hereof. All of the outstanding Cyclacel Shares shares of NetScout Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None . (b) Except as set forth in Part 3.3(b) of the NetScout Disclosure Letter: (i) none of the outstanding Cyclacel Shares shares of NetScout Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding Cyclacel Shares shares of NetScout Common Stock is subject to any right of first refusal in favor of Cyclacel. Except as contemplated herein, NetScout; and (iii) there is no NetScout Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, transferring, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Cyclacel Sharesshares of NetScout Common Stock. Cyclacel None of the NetScout Companies is not under any obligation, nor or is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of NetScout Common Stock or other securities. Cyclacel does not hold any , except for NetScout’s right to repurchase rights with respect to Cyclacel Shares. There is no share capital, interest or other security reacquire restricted shares of Cyclacel, other than the Cyclacel Shares all NetScout Common Stock held by an employee of which are described in the first sentence NetScout upon termination 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 such employee’s employment or other reference to any purported Encumbrance appears upon any certificate representing equity securities other forfeiture 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. (b) Cyclacel 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 Personvesting condition. (c) As of the date of this Agreement: (i) 12,000 shares of NetScout Common Stock are subject to issuance pursuant to NetScout Options; (ii) 2,092,603 shares of NetScout Common Stock are reserved for future issuance pursuant to the Amended and Restated 2011 Employee Stock Purchase Plan (the “NetScout ESPP”); (iii) 1,046,566 shares of NetScout Common Stock are subject to issuance upon the vesting of NetScout RSUs; and (iv) 7,521,569 shares of NetScout Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the NetScout Option Plans. (d) NetScout has delivered or Made Available to Xxxxxxx a complete and accurate in all material respects (it being understood that any deviation of less than 10,000 shares (or corresponding or equivalent interests) shall not be deemed a material difference) list that sets forth with respect to each NetScout Equity Award outstanding as of the date of this Agreement the following information with respect to NetScout Equity Awards: (i) the employee identification number of the holder of such NetScout Equity Award; (ii) the type of such NetScout Equity Award (whether a NetScout Option or NetScout RSU); (iii) the number of shares of NetScout Common Stock subject to such NetScout Equity Award; (iv) the per share exercise price (if any) of such NetScout Equity Award; and (v) the applicable vesting schedule in respect of such NetScout Equity Award. Except as otherwise noted on the list referenced in this Section 3.3(d), each NetScout Equity Award that is a NetScout Option is not intended to be an “incentive stock option” (as defined in the Code) nor to qualify for any comparable tax regime in any country. NetScout will deliver or make available to Xxxxxxx an updated version of the list referenced in this Section 3.3(d) to reflect any applicable changes thereto within 90 days after the date hereof (which such list will include the country in which each holder is employed or providing services) and periodically thereafter prior to the Closing Date, but in no event later than 60 days after the date on which the previous update is provided. Within 30 days after the date hereof, NetScout will deliver or make available to Xxxxxxx (to the extent not provided as of the date hereof) accurate and complete copies of all equity plans and sub-plans pursuant to which any NetScout Equity Awards were granted by NetScout, and the forms of agreements evidencing such NetScout Equity Awards. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the NetScout Companies. (e) Except as set forth in Sections 3.3(a), 3.3(b) and 3.3(d), or as permitted from and after the date of this Agreement pursuant to Section 4.3, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of Cyclacelany of the NetScout Companies; (ii) outstanding security, bond, debenture, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of Cyclacelany of the NetScout Companies or that has the right to vote on any matter on which the stockholders of NetScout have the right to vote; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel any of the NetScout Companies is or may become obligated to sell or otherwise issue any share capital, interests shares of its capital stock or any other securities; or (iv) condition shareholder rights plan 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 share capitalagreement (i.e., interests or other securities of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Cyclacel.“poison pill”) (df) All outstanding Cyclacel Shares shares of NetScout Common Stock, and all options and other NetScout Equity Awards and other outstanding securities of the NetScout Companies, 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 material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reservesContracts. (g) No share in All of the outstanding shares of capital stock or other equity interest, as the case may be, of Cyclacel has each of NetScout’s Subsidiaries have been issued or transferred except in accordance duly authorized and validly issued, are fully paid and nonassessable (to the extent applicable) and free of preemptive rights, with its memorandum no personal liability attaching to the ownership thereof, and articles are owned beneficially and of associationrecord by NetScout, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Caladrius consists of 19,837,045 Cyclacel Shares(i) 500,000,000 shares of Caladrius Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 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 0.1 xxxxx eachPreferred Stock, 17,965,835 preferred D par value $0.01 per share, of which 10,000 shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been are issued and are outstanding as of the date of this AgreementCapitalization Date. Cyclacel does not hold any Caladrius holds 11,080 shares of its capital stock in its treasury. . (b) All of the outstanding Cyclacel Shares shares of Caladrius Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and are free of any Encumbrances, other than those imposed by relevant securities laws. None of the outstanding Cyclacel Shares shares of Caladrius Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Caladrius Capital Stock is subject to any right of first refusal in favor of CyclacelXxxxxxxxx. Except as contemplated herein, there is no Caladrius 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 Cyclacel Sharesshares of Caladrius Capital Stock. Cyclacel Caladrius is not under any obligation, nor is it Caladrius bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Caladrius Capital Stock or other securities. Cyclacel does not hold any Section 3.6(b) of the Caladrius Disclosure Schedule accurately and completely describes all repurchase rights held by Caladrius with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Caladrius Capital Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (bc) Cyclacel 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 or equity-based compensation for any Person.. As of the date of this Agreement, Xxxxxxxxx has reserved 9,892,300 shares of Caladrius Common 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 (cd) There Except for the outstanding Caladrius Awards or as set forth on Section 3.6(d) of the Caladrius Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelCaladrius; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelCaladrius; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Caladrius is or may become obligated to sell or otherwise issue any share capital, interests shares of its capital stock or any other securities; or (iv) condition or circumstance that may is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any share capital, interests shares of capital stock or other securities of CyclacelCaladrius. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelCaladrius. (de) All outstanding Cyclacel Shares shares of Caladrius Common Stock, Caladrius Awards and other securities of Caladrius have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaw, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The As of February 18, 2014, the authorized share capital stock of Cyclacel TriQuint consists of: (i) 600,000,000 shares of 19,837,045 Cyclacel SharesTriQuint Common Stock, of which 1,871,210 ordinary 163,762,526 shares 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 as were outstanding; and (ii) 5,000,000 shares of the date TriQuint Preferred Stock, of this Agreementwhich (i) 25,000 have been designated Series A Participating Preferred Stock and (ii) no shares have been issued or were outstanding. Cyclacel does not hold any TriQuint holds no shares of its capital stock in its treasurytreasury as of February 18, 2014. All of the outstanding Cyclacel Shares shares of TriQuint Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the TriQuint Corporations (other than TriQuint) holds any shares of TriQuint Common Stock or any rights to acquire shares of TriQuint Common Stock. (b) Except as set forth on Part 4.3(b) of the TriQuint Disclosure Schedule, (i) none of the outstanding Cyclacel Shares shares of TriQuint Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right. None , except that the TriQuint Restricted Stock is subject to a right of repurchase in favor of TriQuint; (ii) none of the outstanding Cyclacel Shares shares of TriQuint Common Stock is subject to any right of first refusal in favor of Cyclacel. Except as contemplated herein, TriQuint; and (iii) there is no TriQuint Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, transferring, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Cyclacel Sharesshares of TriQuint Common Stock or any securities of any Significant Subsidiary of any of the TriQuint Corporations. Cyclacel None of the TriQuint Corporations is not under any obligation, nor or is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of TriQuint Common Stock 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 Cyclacel, 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. (b) Cyclacel 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. (c) There As of February 18, 2014: (i) 32,281,939 shares of TriQuint Common Stock are subject to issuance pursuant to TriQuint Options; (ii) 3,215,854 shares of TriQuint Common Stock are reserved for future issuance pursuant to the TriQuint ESPP; (iii) 239,826 shares of TriQuint Common Stock are reserved for future issuance pursuant to TriQuint RSUs; (iv) 199,236 shares of TriQuint Common Stock are reserved for future issuance pursuant to TriQuint MSUs; and (v) 2,725,520 shares of TriQuint Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the TriQuint Equity Plans. (d) [Reserved] (e) Except as set forth in Sections 4.3(a), 4.3(b) and 4.3(c) or in Part 4.3(e) of the TriQuint 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 share capital, interests shares of the capital stock or other securities of Cyclacelany of the TriQuint Corporations; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of Cyclacelany of the TriQuint Corporations; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the TriQuint Corporations; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel any of the TriQuint Corporations is or may become obligated to sell or otherwise issue any share capital, interests shares of its capital stock or any other securities; . (ivf) condition or circumstance that may give rise to or provide a basis for the assertion All outstanding shares of a claim by any Person to the effect that such Person is entitled to acquire or receive any share capitalTriQuint Common Stock, interests or and all options and other securities of Cyclacel. There are no outstanding or authorized stock appreciationthe TriQuint Corporations, phantom stock, profit participation or other similar rights with respect to Cyclacel. (d) All outstanding Cyclacel Shares 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 material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reservesContracts. (g) No share All of the outstanding shares of capital stock of each of TriQuint’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 TriQuint (except with respect to those TriQuint 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 4.3(g) of the capital TriQuint Disclosure Schedule), free and clear of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of associationany Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel Organovo consists of 19,837,045 Cyclacel Shares(i) 200,000,000 shares of Organovo Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 124,015,429 shares were issued and outstanding as of September 30, 2019 (the “Capitalization Date”), and (ii) 25,000,000 shares of 0.1 xxxxx eachpreferred stock, 17,965,835 preferred D par value $0.001 per share, of which no shares of 0.1 xxxxx each and zero deferred shares of 0.1 xxxxx each, have been are issued and are outstanding as of the date of this AgreementCapitalization Date. Cyclacel Organovo does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Organovo Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Organovo Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Organovo Capital Stock is subject to any right of first refusal in favor of CyclacelOrganovo. Except as contemplated hereinherein and except as identified on Part 3.3(a)(i) of the Organovo Disclosure Schedule, there is no Organovo 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 Cyclacel Sharesshares of Organovo Capital Stock. Cyclacel Organovo is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Organovo Capital Stock or other securities. Cyclacel does not hold any Part 3.3(a)(ii) of the Organovo Disclosure Schedule accurately and completely describes all repurchase rights held by Organovo with respect to Cyclacel Shares. There is no share capital, interest or other security shares of Cyclacel, other than Organovo Capital Stock (including shares issued pursuant to the Cyclacel Shares all exercise of stock options) and specifies which of those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the Organovo Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”), the Organovo Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) or the Organovo 2016 Employee Stock Purchase Plan (the “ESPP”), or except as set forth on Part 3.3(b) of the Organovo Disclosure Schedule, Organovo 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. (c) There is no: (i) . Organovo has reserved 28,553,986 shares of Organovo Common Stock for issuance under the 2012 Plan, 1,500,000 shares of Organovo Common Stock for issuance under the ESPP and no shares of Organovo Common Stock remain available for issuance under the 2008 Plan. Of such reserved shares of Organovo Common Stock, 19,366,418 shares of Organovo Common Stock may be issued upon the exercise of outstanding subscriptionstock options and the vesting of outstanding restricted stock units as of the Capitalization Date, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests or other securities of Cyclacel; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable and 7,991,803 shares remain available for any share capital stock, interests or other securities of Cyclacel; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel is or may become obligated to sell or otherwise issue any share capital, interests or any other securities; (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person future issuance pursuant to the effect that such Person is entitled 2012 Plan and 1,188,718 shares remain available for future purchase pursuant to acquire or receive any share capital, interests or other securities the ESPP. Part 3.3(b) of Cyclacel. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights the Organovo Disclosure Schedule sets forth the following information with respect to Cyclacel. each Organovo Option outstanding as of the date of this Agreement: (dA) All outstanding Cyclacel Shares have been issued the name of the optionee; (B) the number of shares of Organovo Common Stock subject to such Organovo Option at the time of grant; (C) the number of shares of Organovo Common Stock subject to such Organovo Option as of the date of this Agreement; (D) the exercise price of such Organovo Option; (E) the date on which such Organovo Option was granted; (F) the applicable vesting schedule, including the number of vested and granted in compliance with unvested shares subject to such Organovo Option; (iG) all applicable securities laws and other applicable Legal Requirements, the date on which such Organovo Option expires; and (iiH) all material requirements set forth in any applicable Cyclacel Contract. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which whether such Organovo Option is required intended to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts an “incentive stock option” (as defined in section 165(1the Code) or a non-qualified stock option. Organovo has made available to Buyer an accurate and complete copy of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves2008 Plan, the 2012 Plan and the ESPP and the forms of all equity awards approved for use thereunder. No vesting of Organovo Options will accelerate in connection with the closing of the Contemplated Transactions. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The authorized share capital stock of Cyclacel TorreyPines consists of 19,837,045 Cyclacel Shares(i) 61,244,585 shares of TorreyPines Common Stock, par value $0.01 per share, of which 1,871,210 ordinary 3,301,261 shares 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 as of the date of this Agreement, (ii) 8,871,724 shares of Series A Preferred Stock, par value $0.01 per share of which 8,794,800 shares have been issued and are outstanding, (iii) 12,816,828 shares of Series B Preferred Stock, par value $0.01 per share of which 12,736,828 shares have been issued and are outstanding, (iv) 23,586,863 shares of Series C Preferred Stock, par value $0.01 per share of which 23,220,199 shares have been issued and are outstanding, and (v) 5,480,000 shares have been designated Series C-2 Preferred Stock, par value $0.01 per share, none of which shares have been issued and are outstanding. Cyclacel TorreyPines does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of TorreyPines Common Stock and TorreyPines Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None Except as set forth in Part 2.3(a) of the TorreyPines Disclosure Schedule, none of the outstanding Cyclacel Shares shares of TorreyPines Common Stock or TorreyPines Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None right and none of the outstanding Cyclacel Shares shares of TorreyPines Common Stock or TorreyPines Preferred Stock is subject to any right of first refusal in favor of CyclacelTorreyPines. Except as contemplated hereinherein or as set forth in the TorreyPines Disclosure Schedule, there is no TorreyPines 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 Cyclacel Sharesshares of TorreyPines Common Stock or TorreyPines Preferred Stock. Cyclacel TorreyPines is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of TorreyPines Common Stock or other securities. Cyclacel does not hold any Part 2.3(a) of the TorreyPines Disclosure Schedule accurately and completely describes all repurchase rights held by TorreyPines with respect to Cyclacel Shares. There is no share capitalshares of TorreyPines Common Stock (including shares issued pursuant to the exercise of stock options) and TorreyPines Preferred Stock, interest or other security and specifies which of Cyclacel, other than the Cyclacel Shares all of which those repurchase rights 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 Xcytecurrently exercisable. (b) Cyclacel Except for the TorreyPines 2000 Equity Incentive Plan (the “TorreyPines Stock Option Plan”), TorreyPines 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. TorreyPines has reserved 5,995,000 shares of TorreyPines Common Stock for issuance under the TorreyPines Stock Option Plan, of which 385,100 shares have been issued and 5,565,227 shares are subject to issuance pursuant to stock options granted and outstanding under the TorreyPines Stock Option Plan and 44,673 shares of TorreyPines Common Stock are reserved for future issuance pursuant to stock options not yet granted under the TorreyPines Stock Option Plan. 885,706 shares of TorreyPines Common Stock are reserved for future issuance pursuant to warrants to purchase TorreyPines Common Stock, 76,924 shares of TorreyPines Series A Preferred Stock are reserved for future issuance pursuant to warrants to purchase TorreyPines Series A Preferred Stock, 80,000 shares of TorreyPines Series B Preferred Stock are reserved for future issuance pursuant to warrants to purchase TorreyPines Series B Preferred Stock and 366,664 shares of TorreyPines Series C Preferred Stock and Series C-2 Preferred Stock are reserved for future issuance pursuant to warrants to purchase TorreyPines Series C Preferred Stock or Series C-2 Preferred Stock (collectively, the “TorreyPines Warrants”). Part 2.3(b) of the TorreyPines Disclosure Schedule sets forth the following information with respect to each TorreyPines Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of TorreyPines Common Stock subject to such TorreyPines Option at the time of grant; (C) the number of shares of TorreyPines Common Stock subject to such TorreyPines Option as of the date of this Agreement; (D) the exercise price of such TorreyPines Option; (E) the date on which such TorreyPines Option was granted; (F) the applicable vesting schedule, and the extent to which such TorreyPines Option is vested and exercisable as of the date of this Agreement; (G) the date on which such TorreyPines Option expires; and (H) whether such TorreyPines Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. TorreyPines has made available to Axonyx accurate and complete copies of all stock option plans pursuant to which TorreyPines 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 option plans pursuant to which TorreyPines has ever granted stock options. (c) There Except for the outstanding TorreyPines Options, TorreyPines Warrants or as set forth on Part 2.3(c) of the TorreyPines Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelTorreyPines; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelTorreyPines; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel TorreyPines is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of Cyclacelany TorreyPines. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelTorreyPines. (d) All outstanding Cyclacel Shares shares of TorreyPines Common Stock, TorreyPines Preferred Stock, options, warrants and other securities of TorreyPines have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. TorreyPines has delivered to Axonyx accurate and complete copies of all TorreyPines Warrants. (e) The register All of members and statutory books the outstanding shares of Cyclacel contain accurate records capital stock of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar each of Companies TorreyPines’ Subsidiaries have been duly delivered authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no fines or penalties personal liability attaching to the ownership thereof, and are outstanding. Cyclacel has not received any notice owned beneficially and of record by TorreyPines, free and clear of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurredEncumbrances. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.

Capitalization, Etc. (a) The As of August 7, 2017, the authorized share capital stock of Cyclacel Castle consists of 19,837,045 Cyclacel Shares(i) 80,000,000 shares of Castle Common Stock, par value $0.001 per share, of which 1,871,210 ordinary 52,509,281 shares 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 as and (ii) 5,000,000 shares of the date Preferred Stock, par value $0.001 per share of this Agreementwhich no shares have been issued and are outstanding. Cyclacel Castle does not hold any shares of its capital stock in its treasury. All of the outstanding Cyclacel Shares shares of Castle Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding Cyclacel Shares shares of Castle Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding Cyclacel Shares shares of Castle Common Stock is subject to any right of first refusal in favor of CyclacelCastle. Except as contemplated herein, there is no Castle 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 Cyclacel Sharesshares of Castle Common Stock. Cyclacel Castle is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Cyclacel Shares shares of Castle Common Stock or other securities. Cyclacel does not hold any Part 3.3(a) of the Castle Disclosure Schedule accurately and completely describes all repurchase rights held by Castle with respect to Cyclacel Shares. There is no share capitalshares of Castle Common Stock (including shares issued pursuant to the exercise of stock options), interest or other security and specifies, with respect to such repurchase rights, each holder of CyclacelCastle Common Stock, other than the Cyclacel Shares all date of purchase of such Castle Common Stock, the number of shares of Castle Common Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which are described in such repurchase rights lapse, and whether the first sentence holder of this such Castle Common Stock filed an election under Section 2.3(a). Seller is the registered and beneficial owner of all 83(b) of the Cyclacel Shares, free and clear Code with respect to such Castle Common Stock within 30 days 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 Xcytepurchase. (b) Cyclacel Except for the Sixth Amended and Restated 2006 Stock Plan of Castle and the 2011 Equity Incentive Plan of Castle (collectively, the “Castle Stock Plans”), Castle 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. Part 3.3(b) of the Castle Disclosure Schedule sets forth the following information with respect to each Castle Option outstanding as of the date of this Agreement: (i) the name of the optionholder; (ii) the number of shares of Castle Common Stock subject to such Castle Option; (iii) the exercise price of such Castle Option; (iv) the date on which such Castle Option was granted; (v) the applicable vesting schedule, including the number of vested and unvested shares; (vi) the date on which such Castle Option expires; and (vii) whether such Castle Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Castle has made available to the Company accurate and complete copies of all stock option plans pursuant to which Castle has ever granted stock options, and the forms of all stock option agreements evidencing such options. Castle has provided the Company with copies of any valuation reports, to the extent obtained, utilized for determining the exercise price of each Castle Option for purposes of demonstrating compliance with Section 409A of the Code. (c) There Part 3.3(c) of the Castle Disclosure Schedule sets forth the following information with respect to each Castle RSU outstanding as of the date of this Agreement: (i) the name of the holder of the Castle RSU; (ii) the number of shares of Castle Common Stock subject to such Castle RSU; (iii) the date on which such Castle RSU was granted; and (iv) the applicable vesting schedule. Castle has made available to the Company accurate and complete copies of all equity incentive plans pursuant to which Castle has ever granted restricted stock units, and the forms of all restricted stock unit award agreements evidencing such restricted stock units. (d) Part 3.3(d) of the Castle Disclosure Schedule sets forth the following information with respect to each Castle Warrant outstanding as of the date of this Agreement: (i) the name of the warrantholder; (ii) the number of shares of Castle Common Stock subject to such Castle Warrant; (iii) the exercise price of such Castle Warrant; (iv) the date on which such Castle Warrant was granted; and (v) the date on which such Castle Warrant expires. Castle has delivered to the Company accurate and complete copies of all Castle Warrants. (e) Except for the outstanding Castle Options, Castle RSUs, Castle Warrants or as set forth on Part 3.3(e) of the Castle Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital, interests shares of the capital stock or other securities of CyclacelCastle; (ii) outstanding security, instrument or obligation (written or oral) that is or may become convertible into or exchangeable for any share shares of the capital stock, interests stock or other securities of CyclacelCastle; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Seller or Cyclacel Castle is or may become obligated to sell or otherwise issue any share capital, interests 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 share capital, interests shares of capital stock or other securities of CyclacelCastle. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to CyclacelCastle. (df) All outstanding Cyclacel Shares shares of Castle Common Stock and options, restricted stock units, warrants and other securities of Castle have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all material requirements set forth in any applicable Cyclacel ContractContracts. (e) The register of members and statutory books of Cyclacel contain accurate records of its members and all the other information which is required to be contained in such register and books under the Companies Act. All returns, particulars, resolutions and other documents required to be delivered by Cyclacel to the Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Cyclacel has not received any notice of any intended application for the rectification of the register of members of Cyclacel. Cyclacel has not provided any financial assistance as defined in Section 152(1) of the Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. (f) Cyclacel has not redeemed or purchased or agreed to redeem or purchase any of its share capital or passed any resolutions authorizing any such redemption or purchase or entered into or agreed to enter into any contingent purchase contracts (as defined in section 165(1) of the Companies Act) or passed any resolutions approving any such contract or made any capitalization or reserves. (g) No share in the capital of Cyclacel has been issued or transferred except in accordance with its memorandum and articles of association.