Common use of Obligations With Respect to Capital Stock Clause in Contracts

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns, free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, Parent owns all equity securities, partnership interests or similar ownership interests of any class of equity security of each subsidiary of Parent, including all securities thereof that are exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement or as set forth on Part 3.3 of the Parent Disclosure Letter and except as contemplated by Section 5.20, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Launch equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Launch owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Launch or any Joint Venture, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Launch or any of its subsidiaries or, to the knowledge of Launch, any Joint Venture is a party or by which it is bound obligating Parent Launch or any of its subsidiaries or, the knowledge of Launch, any Joint Venture to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Launch or any of its subsidiaries or any Joint Venture or obligating Parent Launch or any of its subsidiaries or any Joint Venture to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and except as otherwise contemplated by the Stockholders Agreement, there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent Launch is a party or by which it is bound with respect to any equity security of any class of Parent Launch or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariessubsidiaries or any Joint Venture.

Obligations With Respect to Capital Stock. Except As of the date hereof, ----------------------------------------- except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityOplink, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear Oplink, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.2, and other than the rights to purchase shares of Oplink Company Stock pursuant to offer letters for prospective employees of Oplink in the ordinary course of business and consistent with past practice set forth in Section 2.3 of the Parent Oplink Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Oplink or any of its subsidiaries is a party or by which it is bound obligating Parent Oplink or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Oplink or any of its subsidiaries or obligating Parent Oplink or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rightsrights and, and to the Knowledge of Oplink there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent Oplink or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 3.2, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of Parent and no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock or other similar rights or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except As of the date hereof, ----------------------------------------- except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityAvanex, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Avanex owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear Avanex, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.2, and other than the rights to purchase shares of Avanex Company Stock pursuant to offer letters for prospective employees of Avanex in the ordinary course of business and consistent with past practice set forth in Section 3.3 of the Parent Avanex Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Avanex or any of its subsidiaries is a party or by which it is bound obligating Parent Avanex or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Avanex or any of its subsidiaries or obligating Parent Avanex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except for the Avanex Voting Agreements and Avanex Stock Option Agreement, there are no registration rightsrights and, and to the Knowledge of Avanex there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent Avanex or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterSection 3.2, there are no equity securitiesshares of capital stock, partnership interests or similar ownership interests of any class of Parent the Company's equity securitysecurities, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except for securities the Company owns free and clear of all claims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no shares of capital stock, partnership interests or similar ownership interestsinterests of any class of equity securities of any subsidiary of the Company, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 Section 3.2, as of the Parent Disclosure LetterJuly 27, 1998, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as set forth in the Company Schedule and as contemplated by this Agreement, the Company Option Agreement and the Support Agreements, there are no registration rightsrights and, and to the knowledge of the Company, there is are no voting trusttrusts, proxyproxies, rights agreementplan, "poison pill" anti-takeover plan antitakeover plans or other agreement agreements or understanding understandings to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Part 3.3 of Parent Schedules and as set forth in Section 3.2 or Part 3.3 above, as of the Parent Disclosure Letter, date of this Agreement there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect Parent's control of such subsidiaries), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of Parent Schedules or Section 3.2 above, as of the Parent Disclosure Letter, date of this Agreement there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement and except as set forth in Part 3.3 of Parent Schedules, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Parent will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 2.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent Company are owned free and clear of all Encumbrances. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) (other than (i) liens for Taxes (as defined in Section 2.7) not yet due and payable; (ii) liens reflected on the Company Balance Sheet or Parent Balance Sheet (each as defined below), as applicable; (iii) liens which are not material in character, amount or extent, and which do not materially detract from the value or materially interfere with the use of the property subject thereto or affected thereby; and (iv) contractor's liens). Except as set forth in Section 3.2 2.2, or Part 3.2 2.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of a Schedule thereto, in Schedule 3.3, or described in a Parent SEC Report filed prior to the Parent Disclosure Letter, there date hereof: (a) There are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of . (b) Except for securities Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 owns, directly or Part 3.2 indirectly through one or Part 3.3 of the Parent Disclosure Lettermore Subsidiaries, there are no subscriptionsequity securities, partnership interests or similar ownership interests of any class of any Subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. (c) There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. . (d) There are no registration rightsrights that have not been already complied with, and and, to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in ----------------------------------------- Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityNetIQ, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities NetIQ owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesNetIQ, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent NetIQ or any of its subsidiaries is a party or by which it is bound obligating Parent NetIQ or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent NetIQ or any of its subsidiaries or obligating Parent NetIQ or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of NetIQ there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent NetIQ or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterSchedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all material claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect Parent's control of such subsidiaries), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterSchedules or Section 3.2 above, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rightsrights and, and except for the Parent Voting Agreement, there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Parent will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. The Computervision Disclosure Schedule lists (i) each outstanding option to acquire shares of the Common Stock of Computervision under the Computervision Stock Option Plans as of the date hereof, the name of the holder of such option, the number of shares subject to such option, the exercise price of such option, the number of shares as to which such option will have vested at such date and whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, and indicates the extent of acceleration, if any, and (ii) the name(s), address(es), and respective numbers of shares of Computervision Common Stock issuable upon exercise of the 1993 Warrants and the 0000 Xxxxxxx to the holder(s) of such Warrants. As of October 31, 1997, there were 96 participants in the Computervision Employee Stock Purchase Plans. The only offerings currently in process under Computervision's Employee Stock Purchase Plans will terminate no later than December 31, 1997. Except as set forth in Section 3.2 or Part 3.3 2.2 of the Parent Computervision Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests securities of any class of Parent equity securityComputervision, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests issued, reserved for issuance or similar ownership interestsoutstanding. Except for securities Computervision owns, directly or indirectly through one or more Subsidiaries, there are no equity securities of any class of any Subsidiary of Computervision, or any security exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding. All stock and rights to purchase stock , except, in the case of any subsidiary of Parent are owned free and clear of all Encumbrancescertain foreign Subsidiaries, directors' qualifying shares. Except as set forth in Section 3.2 2.2 or Part 3.2 or Part 3.3 of the Parent Computervision Disclosure LetterSchedule, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Computervision or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Computervision or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Computervision or any of its subsidiaries Subsidiaries or obligating Parent Computervision or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as set forth on the Computervision Disclosure Schedule, there are no registration rightsrights and, and to the knowledge of Computervision, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Computervision or with respect to any equity security, partnership interest or similar ownership interest security of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. (a) Except as set forth in Section 3.2 or Part 3.3 2.6 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned . (b) Except for securities Company owns free and clear of all claims and Encumbrances. , directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. (c) Except as set forth in Section 3.2 Part 2.5 or Part 3.2 or Part 3.3 2.6 of the Parent Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There . (d) Except as contemplated by this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitystock of Pathlore, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Pathlore owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesPathlore, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Pathlore or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Pathlore or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent Pathlore Capital Stock or any of its subsidiaries Subsidiaries or obligating Parent Pathlore or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth in Section 2.3 of the Pathlore Schedules, there are no registration rightsrights and, and to the Knowledge of Pathlore there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Pathlore or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or ----------------------------------------- Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect the Company's control of such subsidiaries), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule or as set forth in Section 2.2 hereof and except for the Stock Option Agreement, as of the date of this Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights, rights and there is is, except for the Company Voting Agreement, no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of the Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules and as set forth in Section 2.2 above, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock Except as set forth in Part 2.3 of the Company Schedules and rights to purchase stock of any subsidiary of Parent are owned except for securities the Company owns free and clear of all Encumbrancesclaims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect the Company's control of such subsidiaries), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules or as set forth in Section 2.2 hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as set forth in Part 2.3 of the Company Schedules and except as contemplated by this Agreement, there are no registration rights, rights and there is is, except for the Company Voting Agreement and except as set forth in Part 2.3 of the Company Schedules, no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of the Company will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 for securities the Company owns free and clear of all claims and Encumbrances, directly or Part 3.3 indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Parent Disclosure LetterCompany that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, there are no equity securities, partnership interests or similar ownership interests securities of any class subsidiary of Parent equity securitythe Company, or any securities security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 3.2(b) of the Parent Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Neither the Company nor any of its subsidiaries have any authorized, commitment issued or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company Shareholders have the right to vote. There are no registration rights, and except for the Voting Agreements, there is no voting trust, proxy, rights agreement, "“poison pill" ” anti-takeover plan or other agreement or understanding Contract to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterSummit Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitySummit, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Summit owns, directly or indirectly through one or more subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesSummit, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterSummit Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Summit or any of its subsidiaries is a party or by which it is bound obligating Parent Summit or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Summit or any of its subsidiaries or obligating Parent Summit or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights, rights and there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent Summit is a party or by which it is bound with respect to any equity security of any class of Parent Summit or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. With respect to the transactions contemplated by this Agreement, stockholders of Summit are not entitled to appraisal rights under applicable state law.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent in SurePure US Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitySurePure US, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities SurePure US owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesSurePure US, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries SurePure US is a party or by which it is bound obligating Parent or any of its subsidiaries SurePure US to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries SurePure US or obligating Parent or any of its subsidiaries SurePure US to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of SurePure US, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent SurePure US or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letterhereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except as set forth on Section 3.3 of any subsidiary the Company Disclosure Schedule, the Company owns all of Parent are owned the securities of its subsidiaries identified in Section 3.1 of the Company Disclosure Schedule, free and clear of all claims and Encumbrances (as defined below), and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of pursuant to the Parent Disclosure LetterTransaction Option Agreement, the Stockholders' Agreement, Company Option Plans, Company Options and Roche Conversion, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as set forth on Section 3.3 of the Company Disclosure Schedule, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityClick2learn, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Click2learn owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesClick2learn, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Click2learn or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Click2learn or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Click2learn or any of its subsidiaries Subsidiaries or obligating Parent Click2learn or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Click2learn there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Click2learn or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries, other than Voting Agreements entered into concurrently with the execution of this Agreement.

Obligations With Respect to Capital Stock. Except as otherwise set forth in Section 3.2 or Part 3.3 2.2, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as contemplated by this Agreement or as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.2, as of the Parent Disclosure Letterdate hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries Subsidiaries or obligating Parent the Company or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date hereof, there are no registration rightsrights and, and except as otherwise contemplated by the Voting Agreements, there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries. As of the date hereof, there are no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote (or convertible into or exchangeable for, securities having such rights) of the Company or any of its Subsidiaries issued and outstanding. There are no outstanding contractual commitments of the Company or any of its Subsidiaries which obligate the Company or its Subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any other person. The Company has delivered or made available to Parent complete and correct copies of the Option Plans and all forms of Company Options.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityApex capital stock, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Apex owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesApex, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Apex or any of its subsidiaries is a party or by which it is bound obligating Parent Apex or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Apex or any of its subsidiaries or obligating Parent Apex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Apex, there is are (except for the Apex Voting Agreements) no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Apex or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Apex has no outstanding stock appreciation rights, phantom stock or similar rights.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityCompany, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any material subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its material subsidiaries is a party or by which it is bound obligating Parent Company or any of its material subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its material subsidiaries or obligating Parent Company or any of its material subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, the Company Voting Agreement and the Company Affiliate Agreement (as defined in Section 5.12), there are no registration rightsrights and, and to the knowledge of Company, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its material subsidiaries. Stockholders of Company will not be entitled to dissenters rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth described in Section 3.2 or Part 3.3 2.2(a) of this Agreement and in Parts 1.9 and 2.2(b) of the Parent Vsource Disclosure LetterLetter and Vsource Common Stock reserved for issuance upon conversion of the Vsource Preferred Stock or upon exercise or conversion of the Vsource Options, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Vsource equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Vsource owns free and clear of all Encumbrancesclaims and Encumbrances (as defined in Section 8.3), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Vsource that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Vsource, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Vsource Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent Vsource or any of its subsidiaries is a party or by which it is bound obligating Parent Vsource or any of its subsidiaries to issue, deliver deliver, or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Vsource or any of its subsidiaries or obligating Parent Vsource or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Neither Vsource nor any of its subsidiaries have any authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders have the right to vote. There Except for the Registration Rights Agreements listed on the Vsource Form 10-K for the year ended January 31, 2003, there are no registration rights, and there is no voting trust, proxy, rights agreement, "“poison pill" anti-takeover ” antitakeover plan or other agreement or understanding to which Parent Vsource is a party or by which it is bound with respect to any equity security of any class of Parent Vsource or with respect to any equity security, partnership interest or similar ownership interest of any class of or any of its subsidiariesSubsidiaries. Stockholders of Vsource will be entitled to appraisal rights under Section 262 of the Delaware General Corporation Law in connection with the Merger, provided such stockholder complies with the requirements thereof.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all EncumbrancesEncumbrances (as defined in Section 8.3), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, right, commitment right or agreementother Contract. There is no liability for dividends accrued but unpaid. Neither Company nor any of its subsidiaries have any authorized, issued, or outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders have the right to vote (“Voting Debt”). Except for the Company Voting Agreements, there are no registration rights, and there is no voting agreement, voting trust, proxy, rights agreement, "“poison pill" ” anti-takeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Company is not under any obligation to register under the Securities Act any of its presently outstanding shares of stock or other securities or any stock or other securities that may be issued.

Obligations With Respect to Capital Stock. Except as set forth ----------------------------------------- in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances, directly or indirectly through one or more Subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any Subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement or disclosed in the Parent SEC Reports, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth otherwise disclosed in Section 3.2 or Part 3.3 of its annual and quarterly reports as filed with the Parent Disclosure LetterSEC, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2(a) hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any CSERV equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities CSERV owns free and clear of all claims and Encumbrances. Except , as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letterdate of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of CSERV, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement, "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, trust, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries CSERV is a party or by which it is bound obligating Parent or any of its subsidiaries CSERV to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries CSERV or obligating Parent or any of its subsidiaries CSERV to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent CSERV is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesCSERV.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 2.2 or Part 3.3 of the Parent Disclosure LetterOrCAD Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityOrCAD, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities OrCAD owns, directly or indirectly through one or more subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesOrCAD, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 2.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterOrCAD Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent OrCAD or any of its subsidiaries is a party or by which it is bound obligating Parent OrCAD or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent OrCAD or any of its subsidiaries or obligating Parent OrCAD or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights, rights and there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent OrCAD is a party or by which it is bound with respect to any equity security of any class of Parent OrCAD or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. With respect to the transactions contemplated by this Agreement, stockholders of OrCAD are not entitled to appraisal rights under applicable state law.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan right or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesContract.

Obligations With Respect to Capital Stock. (a) Except as set forth in Section 3.2 or Part 3.3 3.6 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of . (b) Except for securities Parent are owned owns free and clear of all claims and Encumbrances. , directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. (c) Except as set forth in Section 3.2 Part 3.5 or Part 3.2 or Part 3.3 3.6 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There . (d) Except as contemplated by this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Parent will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent TEAM equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities TEAM owns free and clear of all Encumbrances. Except claims and Encumbrances (as set forth defined in Section 3.2 8.3), directly or Part 3.2 indirectly through one or Part 3.3 more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of TEAM that are owned by certain nominee equity holders as required by the applicable law of the Parent Disclosure Letterjurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of TEAM, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent TEAM or any of its subsidiaries is a party or by which it is bound obligating Parent TEAM or any of its subsidiaries to issue, deliver deliver, or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent TEAM or any of its subsidiaries or obligating Parent TEAM or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Neither TEAM nor any of its subsidiaries have any authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders have the right to vote. There Except for the Registration Rights Agreements listed on the TEAM Form 10-K for the year ended 2002, there are no registration rights, and there is no voting trust, proxy, rights agreement, "“poison pill" anti-takeover ” antitakeover plan or other agreement or understanding to which Parent TEAM is a party or by which it is bound with respect to any equity security of any class of Parent TEAM or with respect to any equity security, partnership interest or similar ownership interest of any class of or any of its subsidiariesSubsidiaries. Stockholders of TEAM will be entitled to appraisal rights under Section 1701.85 of the Ohio Revised Code in connection with the merger of TEAM with and into TEAM Delaware, provided such stockholder complies with the requirements thereof.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Company will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitySumTotal or Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities SumTotal owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesSumTotal, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent SumTotal or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent SumTotal or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent SumTotal or any of its subsidiaries Subsidiaries or obligating Parent SumTotal or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the Knowledge of SumTotal there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent SumTotal or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityCybex capital stock, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Cybex owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesCybex, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Cybex or any of its subsidiaries is a party or by which it is bound obligating Parent Cybex or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Cybex or any of its subsidiaries or obligating Parent Cybex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Cybex, there is are (except for the Cybex Voting Agreements) no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Cybex or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Cybex has no outstanding stock appreciation rights, phantom stock or similar rights.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Anergen equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Anergen owns free and clear of all Encumbrancesclaims and encumbrances directly or indirectly through one or more subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Anergen, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Anergen or any of its subsidiaries is a party or by which it is bound obligating Parent Anergen or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Anergen or any of its subsidiaries or obligating Parent Anergen or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated in this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent Anergen is a party or by which it is bound with respect to any equity security of any class of Parent Anergen or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Anergen will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in ----------------------------------------- Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityFractal, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Fractal owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesFractal, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Fractal or any of its subsidiaries is a party or by which it is bound obligating Parent Fractal or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent Fractal or any of its subsidiaries or obligating Parent Fractal or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Fractal, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Fractal or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except Other than as set forth in Section 3.2 or Part 3.3 2.2, as of the Parent Disclosure Letter, date hereof there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all Encumbrancesclaims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, as of the date hereof there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of extend or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement and the Rights Agreement, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityEpiCept, or any securities or rights exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities EpiCept owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear EpiCept, or any security or rights exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent EpiCept or any of its subsidiaries is a party or by which it is bound obligating Parent EpiCept or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent EpiCept or any of its subsidiaries or obligating Parent EpiCept or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the Knowledge of EpiCept there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent EpiCept or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent xxxxxxxxx.xxx equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities xxxxxxxxx.xxx owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of xxxxxxxxx.xxx, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent xxxxxxxxx.xxx or any of its subsidiaries is a party or by which it is bound obligating Parent xxxxxxxxx.xxx or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent xxxxxxxxx.xxx or any of its subsidiaries or obligating Parent xxxxxxxxx.xxx or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent xxxxxxxxx.xxx is a party or by which it is bound with respect to any equity security of any class of Parent xxxxxxxxx.xxx or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of xxxxxxxxx.xxx will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any material subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries Company or obligating Parent or any of its subsidiaries Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, the Parent Voting Agreement and the Parent Affiliate Agreement, there are no registration rightsvoting trusts, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its material subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 3.2, there are no equity securities of any class of Sipex, or Part 3.3 of the Parent Disclosure Letterany securities exchangeable or convertible into or exercisable for such equity securities issued, reserved for issuance or outstanding. Except for securities Sipex owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityany Subsidiary of Sipex, or any securities security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), Contracts or other commitments or agreements of any character to which Parent Sipex or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Sipex or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Sipex or any of its subsidiaries Subsidiaries or obligating Parent Sipex or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment Contracts or agreementother commitment. There are no registration rightsrights and, and to Sipex’s knowledge there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Sipex or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries, other than the Voting Agreements entered into concurrently with the execution of this Agreement. There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights, Contracts or other commitments of any character to which Sipex or any of its Subsidiaries is a party or by which it is bound obligating Sipex or any of its Subsidiaries to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Obligations With Respect to Capital Stock. Except as set forth in ----------------------------------------- Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityMetaTools, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities MetaTools owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesMetaTools, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent MetaTools or any of its subsidiaries is a party or by which it is bound obligating Parent MetaTools or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent MetaTools or any of its subsidiaries or obligating Parent MetaTools or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of MetaTools, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent MetaTools or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2(a) hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any HBF equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities HBF owns free and clear of all claims and Encumbrances. Except , as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letterdate of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of HBF, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement, "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, trust, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries HBF is a party or by which it is bound obligating Parent or any of its subsidiaries HBF to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries HBF or obligating Parent or any of its subsidiaries HBF to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent HBF is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesHBF.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent GeoCities equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities GeoCities owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of GeoCities that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of GeoCities, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent GeoCities or any of its subsidiaries is a party or by which it is bound obligating Parent GeoCities or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent GeoCities or any of its subsidiaries or obligating Parent GeoCities or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement, there are no registration rights, rights and there thre is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent GeoCities is a party or by which it is bound with respect to any equity security of any class of Parent GeoCities or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of GeoCities will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityProxim, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Proxim owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear Proxim, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Proxim or any of its subsidiaries is a party or by which it is bound obligating Parent Proxim or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Proxim or any of its subsidiaries or obligating Parent Proxim or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the Knowledge of Proxim there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Proxim or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Disclosure Letterthis Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities which the Company owns free and clear of all claims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) but does not include liens imposed by law in respect of obligations not yet due which are owed in respect of taxes or which otherwise are owed to carriers, warehousepersons or laborers. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Disclosure Letterthis Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character (contingent or otherwise) to which Parent the Company or any of its subsidiaries is a party or by which it any of them is bound obligating Parent the Company or any of its subsidiaries to (i) issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent or any of its subsidiaries to subsidiaries; (ii) grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement; or (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other entity other than guarantees of bank obligations of subsidiaries entered in the ordinary course of business. There are no registration rightsAs of the date of this Agreement, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan proxy or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in ----------------------------------------- Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any material subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries Company or obligating Parent or any of its subsidiaries Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, the Parent Voting Agreement and the Parent Affiliate Agreement, there are no registration rightsvoting trusts, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its material subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part ----------------------------------------- 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan right or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesContract.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 3.2, and except as set forth in Parent Schedule 3.3, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the 3.2, and except as set forth in Parent Disclosure LetterSchedule 3.3, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of Parent and no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock or other similar rights or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.4 of the Parent FBC Disclosure LetterSchedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityFBC, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock outstanding that will not be cancelled in exchange for warrants of any subsidiary of Parent are owned free and clear of all EncumbrancesEC Power at Closing. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.4 of the Parent FBC Disclosure LetterSchedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character (contingent or otherwise) to which Parent or any of its subsidiaries FBC is a party or by which it is bound obligating Parent or any of its subsidiaries FBC to (i) issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to FBC; (ii) grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreementagreement of the type described in clause (i); or (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any entity. There are no registration rightsAs of the date of this Agreement, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan proxy or other agreement or understanding to which Parent FBC or any FBC Stockholder is a party or by which he, she or it is bound with respect to any equity security of any class of Parent FBC and no person or with respect entity has any right to any equity securitycause FBC to effect the registration under the Securities Act of 1933, partnership interest or similar ownership interest as amended (the "Securities Act"), of any class securities of any of its subsidiariesFBC.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all material claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect the Company's control of such subsidiaries), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) but does not include liens imposed by law in respect of obligations not yet due which are owed in respect of taxes or which otherwise are owed to carriers, warehousepersons or laborers. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules or as set forth in Section 2.2 hereof and except for the Stock Option Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement and except for the Company Rights Plan, there are no registration rights, rights and there is is, except for the Company Voting Agreement, no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or 15 similar ownership interest of any class of any of its subsidiaries. Stockholders of the Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all Encumbrancesclaims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement there are no registration rights, and there is no voting trust, proxy, rights agreement, "“poison pill" ” anti-takeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all Encumbrancesclaims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitySynergy, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Synergy owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesSynergy, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Synergy or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Synergy or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Synergy or any of its subsidiaries Subsidiaries or obligating Parent Synergy or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth in Schedule 2.3, there are no registration rightsrights and, and to the knowledge of Synergy there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Synergy or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.2, and other than the rights to purchase shares of Parent Company Stock pursuant to offer letters for prospective employees of Parent in the ordinary course of business and consistent with past practice set forth in Section 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except for the Parent Voting Agreements, there are no registration rightsrights and, and to the Knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. The Transaction and the other transactions contemplated hereby will not cause any adjustment pursuant to any antidilution provisions in any outstanding equity securities of the Parent.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.2, and other than the rights to purchase shares of Parent Company Stock pursuant to offer letters for prospective employees of Parent in the ordinary course of business and consistent with past practice set forth in Section 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except for the Parent Voting Agreements, there are no registration rightsrights and, and to the Knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.. The Transaction and the other transactions contemplated

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityLev, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Lev owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesLev, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Lev or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Lev or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Lev or any of its subsidiaries Subsidiaries or obligating Parent Lev or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar -------------------------------------------------------------------------------- 7 ownership interest, call, right, commitment or agreement. There Except as set forth in Schedule 2.3, there are no registration rightsrights and, and to the knowledge of Lev there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Lev or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterExhibit 2.3(a) hereto, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitythe Parent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities the Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all Encumbrancesthe Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterExhibit 2.3(b) hereto, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Parent or any of its subsidiaries is a party or by which it is bound obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of the Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityor Lev Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth on Section 3.2, there are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all material claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect the Company's control of such subsidiaries), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) but does not include liens imposed by law in respect of obligations not yet due which are owed in respect of taxes or which otherwise are owed to carriers, warehousepersons or laborers. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules or as set forth in Section 2.2 hereof and except for the Stock Option Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement and except for the Company Rights Plan, there are no registration rights, rights and there is is, except for the Company Voting Agreement, no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or 11 similar ownership interest of any class of any of its subsidiaries. Stockholders of the Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 3.2, and except as set forth in PETREX Schedule 3.3, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Parent equity securityPETREX, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities PETREX owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesPETREX, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, and except as set forth in PETREX Schedule 3.3, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of PETREX and no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent PETREX or any of its subsidiaries is a party or by which it is bound obligating Parent PETREX or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent PETREX or any of its subsidiaries or obligating Parent PETREX or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock or other similar rights or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of PETREX there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent PETREX or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterSchedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterSchedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Parent will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except (i) as set forth in Section 3.2 or Part 3.3 above, (ii) for warrants to purchase 399,999 shares of Common Stock held by Xxxxxx X. Xxxx, Xxxxx Xxxx, Xx. and Xxxxx X. Xxxx, and (iii) options to purchase 360,000 shares of Common Stock held by members of the Board of Directors of Parent, and (iv) 800,000 shares of Parent Disclosure LetterCommon Stock reserved for issuance to MedTrak and ScottTrack, there here are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityor EYDY Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock There are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letterand Schedule 3.3, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityCallisto, Parent, Callisto Merger Sub or Synergy Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Callisto owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesCallisto, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letterand Schedule 3.3, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Callisto or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Callisto or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Callisto or any of its subsidiaries Subsidiaries or obligating Parent Callisto or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth on Schedule 3.3, there are no registration rightsrights and, and to the knowledge of Callisto there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Callisto or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 Company Schedule 2.3, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Parent equity securityCompany, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests interests, or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Company owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests, or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure LetterCompany Schedule 2.3, there are no subscriptionsstock appreciation rights, phantom stock, or other similar rights of Company and no options, warrants, equity securities, partnership interests interests, or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party party, or by which it is bound bound, obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock, or other similar rights, or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Company there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of 3.2, and except pursuant to the Parent Disclosure LetterKLA Rights Plan, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityKLA, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities KLA owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesKLA, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of and except pursuant to the Parent Disclosure LetterKLA Rights Plan, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent KLA or any of its subsidiaries is a party or by which it is bound obligating Parent KLA or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent KLA or any of its subsidiaries or obligating Parent KLA or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of KLA, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent KLA or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. (a) Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure LetterSections 3.5(a) and (b), there are no equity securitiessecurities of, or partnership interests or similar ownership interests of any class of Parent equity securityin, Parent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of . (b) Except for securities Parent are owned owns free and clear of all claims and Encumbrances. , directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities of, or partnership interests or similar ownership interests in, any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. (c) Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.5(b), there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity securitywarrants, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement and except as described in Section 2.3 of the Company Schedules, except as contemplated by this Agreement, there are no registration rightsrights and, and to the knowledge of Company, there is are no voting trusttrusts, proxyproxies, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement agreements or understanding understandings to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Company will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all Encumbrancesclaims and encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any material subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments -30- or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries Company or obligating Parent or any of its subsidiaries Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, the Parent Voting Agreement and the Parent Affiliate Agreement, there are no registration rightsvoting trusts, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its material subsidiaries.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter6.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityAvanex, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Avanex owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesAvanex, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.3 6.2, and other than the rights to purchase shares of Avanex Company Stock pursuant to offer letters for prospective employees of Avanex in the Parent Disclosure Letterordinary course of business and consistent with past practice, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Avanex or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent Avanex or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Avanex or any of its subsidiaries Subsidiaries or obligating Parent Avanex or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except for the Avanex Voting Agreements and Avanex Stockholders’ Agreement, there are no registration rightsrights and, and to the Knowledge of Avanex, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent Avanex or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries. The Share Issuances are not subject to any preemptive or similar rights created by statute, the Certificate of Incorporation or Bylaws of Avanex or by any agreement to which Avanex is a party or by which Avanex is bound.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityor FCA Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries Subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth on Section 3.2, there are no registration rightsrights and, and to the knowledge of Parent there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2(a) hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Parent any FAS equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities FAS owns free and clear of all claims and Encumbrances. Except , as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letterdate of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of FAS, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement, "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, trust, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries FAS is a party or by which it is bound obligating Parent or any of its subsidiaries FAS to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries FAS or obligating Parent or any of its subsidiaries FAS to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent FAS is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesFAS.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter4.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances. Except , directly or indirectly through one or more subsidiaries, except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as set forth in Section 3.2 or Part 3.2 or Part 3.3 required by the applicable law of the jurisdiction of organization of such subsidiaries and except with respect to the securities of entities in which Parent Disclosure Letterholds, directly or indirectly, less than 20% of the outstanding voting securities, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 3.3 or Part 3.3 of in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock Except for securities the Parent owns, directly or indirectly through one or more subsidiaries and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptionsequity securities, partnership interests or similar ownership interests of any class of any subsidiary of the Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Parent, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of the Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Company owns all of any subsidiary the securities of Parent are owned its subsidiaries identified on Part 3.01 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 For purposes of this Agreement, "Encumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or Part 3.2 restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or Part 3.3 other asset, any restriction on the receipt of any income derived from any asset, any restriction on the Parent Disclosure Letteruse of any asset and any restriction on the possession, there exercise or transfer of any other attribute of ownership of any asset). There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.2 and except for VFI Common Stock issued between April 21, 1997 and the date of this Agreement upon exercise of stock options outstanding on April 21, 1997, as of the Parent Disclosure Letter, date of this Agreement there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityVFI, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All Except for securities VFI owns, directly or indirectly through one or more subsidiaries, and except for shares of capital stock and rights to purchase stock or other similar ownership interests of certain subsidiaries of VFI that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesVFI, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.2 and except for VFI Common Stock issued between April 21, 1997 and the date of this Agreement upon exercise of stock options outstanding on April 21, 1997, as of the Parent Disclosure Letter, date of this Agreement there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent VFI or any of its subsidiaries is a party or by which it is bound obligating Parent VFI or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent VFI or any of its subsidiaries or obligating Parent VFI or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rightsrights and, and to the knowledge of VFI, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding understandings to which Parent VFI is a party or by which it is bound with respect to any equity security of any class of Parent VFI or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Assuming that HP Common Stock continues to be listed on a national securities exchange, stockholders of VFI are not entitled to dissenters rights under applicable state law.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 Part 2.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as set forth in Part 2.3 of the Company Disclosure Letter or as contemplated by this Agreement, the Stock Option Agreement and the Rights Agreement, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no equity ----------------------------------------- securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all Encumbrances. Except claims and Encumbrances (as set forth defined in Section 3.2 8.3), directly or Part 3.2 indirectly through one or Part 3.3 more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the Parent Disclosure Letterjurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent Company or any of its subsidiaries is a party or by which it is bound obligating Parent Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Neither Company nor any of its subsidiaries have any authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders have the right to vote. There Except for the Company Rights Agreement and the Voting Agreement, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 2.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of Parent the Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all claims and material Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 2.3 of the Parent Disclosure LetterCompany Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights, rights and there is no voting trust, proxy, rights agreementplan, "poison pill" anti-takeover antitakeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Stockholders of the Company will not be entitled to dissenters' rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityor Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock There are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear Merger Sub of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Merger Sub is a party or by which it is bound obligating Parent or any of its subsidiaries Merger Sub to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries Merger Sub or obligating Parent or any of its subsidiaries Merger Sub to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth in that certain Registration Rights Agreement, dated as of the date hereof, by and among the Parent and each of the investors listed on the signature pages thereto (the “Registration Rights Agreement”), there are no registration rights, rights and there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesMerger Sub.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Company Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitysecurity of the Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests of the Company, issued, reserved for issuance or outstanding. Except for securities the Company owns free and clear of all claims and Encumbrances (as defined in this Section 3.3), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Company Disclosure LetterSchedule, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, otherwise modify or amend or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement or as set forth in Part 3.3 of the Company Disclosure Schedule, there are no registration rights, and there is no voting trust, proxy, rights agreement, "“poison pill" ” anti-takeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or ----------------------------------------- Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities Company owns free and clear of all Encumbrancesclaims and Encumbrances (as defined in Section 8.3), as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Parent or any of its subsidiaries Company is a party or by which it is bound obligating Parent or any of its subsidiaries Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries Company or obligating Parent or any of its subsidiaries Company to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Company has no authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the shareholders have the right to vote. There Except for the Voting Agreement, there are no registration rights, and there is no voting trust, proxy, rights agreement, "“poison pill" ” anti-takeover plan or other agreement or understanding to which Parent Company is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesCompany.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 3.2(a) or in Part 3.3 of the Parent Disclosure LetterTitle Schedules, there are no Title equity securities or similar ownership interests of any class of Title equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, interests or similar ownership interests, issued, reserved for issuance or outstanding. Except for securities Title owns free and clear of all Encumbrances, directly or indirectly through one or more subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securitysecurity of any subsidiary of Title, or any securities security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or 3.2(a), Part 3.2 or Part 3.3 of the Parent Disclosure LetterTitle Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Title or any of its subsidiaries is a party or by which it is bound obligating Parent Title or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent Title or any of its subsidiaries or obligating Parent Title or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, rights and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan proxy or other agreement or understanding to which Parent Title is a party or by which it is bound with respect to any equity security of any class of Parent Title or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Title will not be entitled to dissenters' or appraisal rights under applicable state law (including under Section 761 et seq. of Michigan Law) in connection with the Title Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 Schedule 2.3 of the Parent Disclosure LetterCompany Schedule, as of the date hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Parent equity securitythe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests interests, or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities the Company owns, there are no equity securities, partnership interests, or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all Encumbrancesthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 Schedule 2.3 of the Parent Disclosure LetterCompany Schedule, there are no subscriptionsstock appreciation rights, phantom stock, or other similar rights of the Company and no options, warrants, equity securities, partnership interests interests, or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Company or any of its subsidiaries is a party party, or by which it is bound bound, obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Company or any of its subsidiaries or obligating Parent Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock, or other similar rights, or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of the Company there is are no voting trust, proxytrusts, rights agreementof first refusal, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 3.2, and except as set forth in Parent Schedule 3.3, as of the Parent Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Parent equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Parent owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear of all EncumbrancesParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the 3.2, and except as set forth in Parent Disclosure LetterSchedule 3.3, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of Parent and no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock or other similar rights or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityMaxim, or any securities or rights exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock As of the date hereof, except for securities Maxim owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Parent are owned free and clear Maxim, or any security or right exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of all Encumbrances. Except the date hereof, except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent Maxim or any of its subsidiaries is a party or by which it is bound obligating Parent Maxim or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent Maxim or any of its subsidiaries or obligating Parent Maxim or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except for the Maxim Voting Agreements, there are no registration rightsrights and, and to the Knowledge of Maxim there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to the registration or voting of any equity security of any class of Parent Maxim or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityOrthoNetx, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities OrthoNetx owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesOrthoNetx, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent OrthoNetx or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent OrthoNetx or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent OrthoNetx or any of its subsidiaries Subsidiaries or obligating Parent OrthoNetx or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of OrthoNetx there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent OrthoNetx or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.Subsidiaries. ___________ ___________

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Integrated Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityIntegrated, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities Integrated owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear of all Encumbrancesany subsidiaryof Integrated, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter3, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries Integrated is a party or by which it is bound obligating Parent or any of its subsidiaries Integrated to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries Integrated or obligating Parent or any of its subsidiaries Integrated to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rightsrights and, and to the knowledge of Integrated, as of the date of this Agreement, there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent Integrated or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all Encumbrancesclaims and Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure LetterSchedule, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as contemplated by this Agreement there are no registration rights, and there is no voting trust, proxy, rights agreement, "“poison pill" ” anti-takeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity securityFlexSCAN, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. All stock and rights to purchase stock Except for securities FlexSCAN owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any subsidiary class of Parent are owned free and clear any Subsidiary of all EncumbrancesFlexSCAN, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent FlexSCAN or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Parent FlexSCAN or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Parent FlexSCAN or any of its subsidiaries Subsidiaries or obligating Parent FlexSCAN or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There Except as set forth in Schedule 2.3, there are no registration rightsrights and, and to the knowledge of FlexSCAN there is are no voting trusttrusts, proxy, rights agreement, "poison pill" anti-takeover plan proxies or other agreement agreements or understanding to which Parent is a party or by which it is bound understandings with respect to any equity security of any class of Parent FlexSCAN or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. Except as ----------------------------------------- set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter4.2, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Except for securities Parent are owned owns free and clear of all claims and Encumbrances. Except , directly or indirectly through one or more subsidiaries, except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as set forth in Section 3.2 or Part 3.2 or Part 3.3 required by the applicable law of the jurisdiction of organization of such subsidiaries and except with respect to the securities of entities in which Parent Disclosure Letterholds, directly or indirectly, less than 20% of the outstanding voting securities, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 Part 2.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned Except for securities the Company owns free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2 Part 2.2 or Part 3.2 or Part 3.3 2.3 of the Parent Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent the Company or any of its subsidiaries is a party or by which it is bound obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent the Company or any of its subsidiaries or obligating Parent the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There Except as set forth in Part 2.3 of the Company Disclosure Letter or as contemplated by this Agreement, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent the Company is a party or by which it is bound with respect to any equity security of any class of Parent the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.