Common use of No Other Rights or Agreements Clause in Contracts

No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the Nexcom Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Nexcom to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Nexcom Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Nexcom Disclosure Schedule, there are no other out standing or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Nexcom. All of the Nexcom Stock Rights will be fully exercised or canceled prior to the Closing Date. As of the Closing Date, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Nexcom.

No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the Nexcom Verilux Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, convertible debentures or other securities, exchange rights and other rights that could require Nexcom Verilux to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Nexcom Verilux Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Nexcom Verilux Disclosure Schedule, there are no other out standing outstanding or authorized Stock Rights. There Except as set forth in Section 5.3(b) of the Verilux Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to NexcomVerilux. There Other than as contemplated by Section 7.9 hereof, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of NexcomVerilux. All of the Nexcom Verilux Stock Rights will be fully exercised or canceled prior to the Closing DateEffective Time of the Merger. As of the Closing DateEffective Time of the Merger, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom Verilux and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of NexcomVerilux (other than as contemplated by Section 7.9 hereof).

No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the Nexcom Chip & Chip Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, convertible debentures or other securities, exchange rights and other rights that could require Nexcom Chip & Chip to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Nexcom Chip & Chip Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Nexcom Chip & Chip Disclosure Schedule, there are no other out standing outstanding or authorized Stock Rights. There Except as set forth in Section 5.3(b) of the Chip & Chip Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to NexcomChip & Chip. There Other than as contemplated by Section 7.9 hereof, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of NexcomChip & Chip. All of the Nexcom Chip & Chip Stock Rights will be fully exercised or canceled prior to the Closing DateEffective Time of the Merger. As of the Closing DateEffective Time of the Merger, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom Chip & Chip and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of NexcomChip & Chip (other than as contemplated by Section 7.9 hereof).

No Other Rights or Agreements. As of the date of this Agreement, Section 5.3(b) of the Nexcom SIS Disclosure Schedule lists all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, convertible debentures or other securities, exchange rights and other rights that could require Nexcom SIS to issue, sell or otherwise cause to become outstanding any of its capital stock (the "STOCK RIGHTS"), and the number of shares of Nexcom SIS Common Stock subject to such Stock Rights. Except as set forth in Section 5.3(b) of the Nexcom SIS Disclosure Schedule, there are no other out standing outstanding or authorized Stock Rights. There Except as set forth in Section 5.3(b) of the SIS Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to NexcomSIS. There Other than as contemplated by Section 7.9 hereof, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of NexcomSIS. All of the Nexcom SIS Stock Rights will be fully exercised or canceled prior to the Closing DateEffective Time of the Merger. As of the Closing DateEffective Time of the Merger, there will be (i) no outstanding or authorized Stock Rights, (ii) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nexcom SIS and (iii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of NexcomSIS (other than as contemplated by Section 7.9 hereof).