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

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Oplink, 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. 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 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 the date hereof, except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink or any of its subsidiaries is a party or by which it is bound obligating 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, of any shares of capital stock of Oplink or any of its subsidiaries or obligating Oplink or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of 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. As of the date hereof, ----------------------------------------- except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkAvanex, 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. As of the date hereof, except for securities Oplink 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 OplinkAvanex, 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 the date hereof, except as set forth in Section 2.23.2, and other than the rights to purchase shares of Oplink Avanex Company Stock pursuant to offer letters for prospective employees of Oplink Avanex in the ordinary course of business and consistent with past practice set forth in Section 2.3 3.3 of the Oplink Avanex Disclosure Letter, 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 Oplink Avanex or any of its subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink Avanex or any of its subsidiaries or obligating Oplink Avanex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Avanex Voting Agreements and Oplink Avanex Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink Avanex there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink 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. As Except as set forth in Part 3.3 of the date hereof, ----------------------------------------- except Parent Schedules and as set forth in Section 2.23.2 above, as of the date of this Agreement there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Part 3.3 of Parent Schedules or Section 2.23.2 above, 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 as of the Oplink 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for As of the Oplink Voting Agreements date of this Agreement, except as contemplated by this Agreement and Oplink Stock Option Agreementexcept as set forth in Part 3.3 of Parent Schedules, there are no registration rights and, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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. 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. As Except as set forth in Part 2.3 of the date hereof, ----------------------------------------- except Company Schedules and as set forth in Section 2.22.2 above, there are no equity securities, partnership interests or similar ownership interests of any class of Oplinkany Company equity security, 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. As Except as set forth in Part 2.3 of the date hereof, Company Schedules and except for securities Oplink ownsthe Company owns free and clear of all claims 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As 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 Part 2.3 of the date hereof, except Company Schedules or as set forth in Section 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 Oplink Disclosure Letter2.2 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for As of the Oplink Voting Agreements date of this Agreement, except as set forth in Part 2.3 of the Company Schedules and Oplink Stock Option except as contemplated by this Agreement, there are no registration rights andand there is, to except for the Knowledge Company Voting Agreement and except as set forth in Part 2.3 of Oplink there are the Company Schedules, no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. 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. As of the date hereof, ----------------------------------------- except Except as otherwise set forth in Section 2.2, as of the date hereof, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except for securities Oplink owns, directly Except as contemplated by this Agreement 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 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 the date hereof, except as set forth in Section 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 as of the Oplink 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 Oplink the Company or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries Subsidiaries or obligating Oplink 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, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option Agreementdate hereof, there are no registration rights and, to except as otherwise contemplated by the Knowledge of Oplink Voting Agreements, there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsCompany 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 OplinkCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 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 Oplink Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Company or any of its subsidiaries or obligating Oplink Company 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany, 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. As of the date hereof, except Except for securities Oplink ownsCompany 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 any material subsidiary of OplinkCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink Company or any of its material subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Company or any of its material subsidiaries or obligating Oplink Company or any of its material subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink date of this Agreement, except as contemplated by this Agreement, the Company Voting Agreements Agreement and Oplink Stock Option Agreementthe Company Affiliate Agreement (as defined in Section 5.12), there are no registration rights and, to the Knowledge knowledge of Oplink Company, there are no voting trusts, proxies or other agreements or understandings to which Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Company 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 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkClick2learn, 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. As of the date hereof, except Except for securities Oplink Click2learn owns, directly or indirectly through one or more subsidiariesSubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of OplinkClick2learn, 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 the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink Click2learn or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink Click2learn or any of its subsidiaries Subsidiaries or obligating Oplink Click2learn or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink Click2learn there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Click2learn 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, other than Voting Agreements entered into concurrently with the execution of this Agreement.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there There are no equity securities, partnership interests or similar ownership interests of any class of OplinkTEAM equity security, 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. As of the date hereof, except Except for securities Oplink ownsTEAM owns free and clear of all claims 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 TEAM 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 OplinkTEAM, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except as set forth in Section 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 Oplink 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 other Contracts of any character to which Oplink TEAM or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink TEAM or any of its subsidiaries or obligating Oplink 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, partnership interest or similar ownership interest, 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. Except for the Oplink Voting Registration Rights Agreements and Oplink Stock Option Agreementlisted on the TEAM Form 10-K for the year ended 2002, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, “poison pill” antitakeover plan or other agreements agreement or understandings understanding to which TEAM is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink TEAM or with respect to the registration or voting of 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 3.3 of the Parent Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 3.3 of the Oplink Disclosure LetterParent Schedules 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to except for the Knowledge of Oplink Parent Voting Agreement, there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies right or other agreements or understandings with respect to the registration or voting of any equity security of any class of 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 subsidiariesContract.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 or in SurePure US Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkSurePure US, 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. As of the date hereof, except Except for securities Oplink 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 OplinkSurePure US, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, 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 Oplink or any of its subsidiaries SurePure US is a party or by which it is bound obligating Oplink 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, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries SurePure US or obligating Oplink or any of its subsidiaries SurePure US to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink SurePure US, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink SurePure US 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2----------------------------------------- Part 2.3 of the Company Disclosure Schedule, there are no equity securities, partnership interests or similar ownership interests of any class of Oplinkany Company equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As 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 Part 2.3 of the date hereof, except Company Disclosure Schedule or as set forth in Section 2.22.2 hereof and except for the Stock Option Agreement, 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 as of the Oplink Disclosure Letterdate 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights andand there is, to except for the Knowledge of Oplink there are Company Voting Agreement, no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. 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. As 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, ----------------------------------------- except 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 2.22.2 of the Computervision Disclosure Schedule, there are no equity securities, partnership interests or similar ownership interests securities of any class of OplinkComputervision, 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. As of the date hereof, except Except for securities Oplink Computervision owns, directly or indirectly through one or more subsidiariesSubsidiaries, there are no equity securities, partnership interests or similar ownership interests securities of any class of any subsidiary Subsidiary of OplinkComputervision, 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, in the case of certain foreign Subsidiaries, directors' qualifying shares. As of the date hereof, except Except as set forth in Section 2.2, and other than 2.2 or 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 Oplink Computervision Disclosure LetterSchedule, 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 Oplink Computervision or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink Computervision or any of its subsidiaries Subsidiaries or obligating Oplink Computervision or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for as set forth on the Oplink Voting Agreements and Oplink Stock Option AgreementComputervision Disclosure Schedule, there are no registration rights and, to the Knowledge knowledge of Oplink Computervision, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Computervision or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest security of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsCompany owns free and clear of all 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 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 OplinkCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 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 other Contracts of any character to which Oplink Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Company or any of its subsidiaries or obligating Oplink 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, partnership interest or similar ownership interest, call, rightright or other Contract. There is no liability for dividends accrued but unpaid. 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 (“Voting Debt”). Except for the Oplink Company Voting Agreements and Oplink Stock Option AgreementAgreements, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting trustsagreement, proxies voting trust, proxy, rights agreement, “poison pill” anti-takeover plan or other agreements agreement or understandings understanding to which Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in ----------------------------------------- Section 2.22.2 and reserved for issuance pursuant to outstanding Talarian Options, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkTalarian equity security, 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. As of the date hereof, except Except for securities Oplink ownsTalarian owns free and clear of all claims 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 OplinkTalarian or any Joint Venture, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 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 Oplink Talarian or any of its subsidiaries or, to the knowledge of Talarian, any Joint Venture is a party or by which it is bound obligating Oplink Talarian or any of its subsidiaries or, the knowledge of Talarian, 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Talarian or any of its subsidiaries or any Joint Venture or obligating Oplink Talarian 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, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to except as otherwise contemplated by the Knowledge of Oplink Voting Agreement, there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Talarian is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Talarian 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 or any Joint Venture.

Obligations With Respect to Capital Stock. As Except as described in Section 2.2(a) of this Agreement and in Parts 1.9 and 2.2(b) of the date hereof, ----------------------------------------- except as set forth in Section 2.2Vsource Disclosure Letter 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 OplinkVsource equity security, 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. As of the date hereof, except Except for securities Oplink ownsVsource owns free and clear of all claims 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 OplinkVsource, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.3 of the Oplink 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 Oplink Vsource or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Vsource or any of its subsidiaries or obligating Oplink 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, partnership interest or similar ownership interest, 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. Except for the Oplink Voting Registration Rights Agreements and Oplink Stock Option Agreementlisted on the Vsource Form 10-K for the year ended January 31, 2003, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, “poison pill” antitakeover plan or other agreements agreement or understandings understanding to which Vsource is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Vsource or with respect to the registration or voting of 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 hereof, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As Except as set forth on Section 3.3 of the date hereofCompany Disclosure Schedule, except for the Company owns all of the securities Oplink ownsof its subsidiaries identified in Section 3.1 of the Company Disclosure Schedule, directly or indirectly through one or more subsidiariesfree 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As 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 date hereofvoting of any security, except as set forth in Section 2.2any 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 than the rights to purchase shares attribute of Oplink Company Stock ownership of any asset). Except pursuant to offer letters for prospective employees of Oplink in the ordinary course of business Transaction Option Agreement, the Stockholders' Agreement, Company Option Plans, Company Options and consistent with past practice set forth in Section 2.3 of the Oplink Disclosure LetterRoche 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for as set forth on Section 3.3 of the Oplink Voting Agreements and Oplink Stock Option AgreementCompany Disclosure Schedule, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkMaxis, 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. As of the date hereof, except Except for securities Oplink Maxis 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 OplinkMaxis, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink Maxis or any of its subsidiaries is a party or by which it is bound obligating Oplink Maxis 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 stock, partnership interests or similar ownership interests of Oplink Maxis or any of its subsidiaries or obligating Oplink Maxis or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for as set forth in Section 2.2 and the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge knowledge of Oplink Maxis, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Maxis 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 2.2 or Part 2.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsCompany 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 OplinkCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.2 or Part 2.3 of the Oplink 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 Oplink Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Company or any of its subsidiaries or obligating Oplink Company 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. Except for as set forth in Part 2.3 of the Oplink Voting Agreements and Oplink Company Disclosure Letter or as contemplated by this Agreement, the Stock Option Agreement and the Rights Agreement, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.3 or in the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except Except for securities Oplink the Parent owns, directly or indirectly through one or more subsidiariessubsidiaries and except as set forth in Section 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Oplinkthe Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, 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 Oplink or any of its subsidiaries the Parent is a party or by which it is bound obligating Oplink or any of its subsidiaries Parent 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 stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries the Parent or obligating Oplink or any of its subsidiaries the Parent to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink the Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink the 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.

Obligations With Respect to Capital Stock. As of the date hereof, Except as set ----------------------------------------- except forth in Section 2.02 or as set forth in Section 2.2on Schedule 2.03, there are no equity securities, partnership interests shares of ------------ ------------- capital stock or similar ownership interests other voting securities of any class of OplinkTARGET, or any securities security exchangeable or into, convertible into for or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of the date hereof, except Except for securities Oplink TARGET owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests shares of capital stock or similar ownership interests other voting securities of any class of any subsidiary of OplinkTARGET, or any security exchangeable or securities convertible into or exchangeable for or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 2.02 or as set forth in Section 2.3 of the Oplink Disclosure Letteron Schedule 2.03, 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 Oplink TARGET or any of its subsidiaries is a party or by which it is bound obligating Oplink TARGET 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 additional shares of capital stock or other voting securities or securities convertible or exchangeable into or exercisable for capital stock or voting securities of Oplink TARGET or any of its subsidiaries or obligating Oplink TARGET or any of its subsidiaries to issue, grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for in connection with the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration outstanding stock appreciation rights or rights to receive shares of TARGET Common Stock on a deferred basis granted under any stock option or stock purchase plan of TARGET or otherwise. There are no outstanding obligations of TARGET or any of its subsidiaries to repurchase, redeem or otherwise acquire any security of TARGET or any of its subsidiaries and, to the Knowledge knowledge of Oplink TARGET, except in connection with the Stockholders Agreement, there are no voting trusts, irrevocable proxies or other agreements or understandings with respect to the registration shares of capital stock of TARGET or voting of any equity security of any class of 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 2.2 or Part 2.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.2 or Part 2.3 of the Oplink 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for as set forth in Part 2.3 of the Oplink Voting Agreements and Oplink Stock Option Company Disclosure Letter or as contemplated by this Agreement, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except Except (i) as set forth in Section 2.23.2 above, there (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 Common Stock reserved for issuance to MedTrak and ScottTrack, here are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent or EYDY Merger Sub, 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. As of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiaries, there There are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of OplinkParent, 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 the date hereof, except as set forth in Section 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 Oplink Disclosure Letter, there 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 Oplink Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink Parent or any of its subsidiaries Subsidiaries or obligating Oplink Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink Parent there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Parent or with respect to the registration or voting of any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 3.3 of the Parent Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 3.3 of the Oplink Disclosure LetterParent 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 hereof, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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, in any such case issued by the Company. As The Company owns all of the date hereofsecurities of its subsidiaries identified in Section 3.1 of the Company Disclosure Schedule, except for securities Oplink ownsfree and clear of all Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding, in any such case issued by any such subsidiary. As 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 date hereofvoting of any security, any restriction on the transfer of any security (except as set forth in Section 2.2under Federal and state securities laws) 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 than the rights to purchase shares attribute of Oplink Company Stock ownership of any asset). Except pursuant to offer letters for prospective employees of Oplink in the ordinary course of business Transaction Option Agreement and consistent with past practice set forth in Section 2.3 of the Oplink Disclosure LetterCompany Options, 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for as set forth in Schedule 3.3 of the Oplink Voting Agreements and Oplink Stock Option AgreementCompany Disclosure Schedule, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkEpiCept, or any securities 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 the date hereof, except for securities Oplink 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 OplinkEpiCept, 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 the date hereof, except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink EpiCept or any of its subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink EpiCept or any of its subsidiaries or obligating Oplink EpiCept or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge of Oplink EpiCept there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 and Schedule 3.3, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCallisto, 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 issued, reserved for issuance or outstanding. As of the date hereof, except Except for securities Oplink Callisto owns, directly or indirectly through one or more subsidiariesSubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of OplinkCallisto, 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 the date hereof, except Except as set forth in Section 2.2, 3.2 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 Oplink Disclosure LetterSchedule 3.3, 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 Oplink Callisto or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink Callisto or any of its subsidiaries Subsidiaries or obligating Oplink Callisto or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreementas set forth on Schedule 3.3, there are no registration rights and, to the Knowledge knowledge of Oplink Callisto there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Callisto or with respect to the registration or voting of any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Other than as set forth in Section 2.2, as of the date hereof there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe Company owns free and clear of all claims 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.2 or Part 2.3 of the Oplink 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 Oplink the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink 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, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for as contemplated by this Agreement and the Oplink Voting Agreements and Oplink Stock Option Rights Agreement, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2----------------------------------------- Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 3.2 or Part 3.3 of the Oplink 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except Except for securities Oplink 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 OplinkParent, 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 the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 of Oplink Parent or any of its subsidiaries or obligating Oplink Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink Parent there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink 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.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there There are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe Company owns free and clear of all claims 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.2 or Part 2.3 of the Oplink 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, as contemplated by this Agreement there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, “poison pill” anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except for securities Oplink 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 OplinkParent, 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 the date hereof, except as set forth in Section 2.23.2, and other than the rights to purchase shares of Oplink Parent Company Stock pursuant to offer letters for prospective employees of Oplink Parent in the ordinary course of business and consistent with past practice set forth in Section 2.3 3.3 of the Oplink Parent Disclosure Letter, 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 of Oplink Parent or any of its subsidiaries or obligating Oplink Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Parent Voting Agreements and Oplink Stock Option AgreementAgreements, there are no registration rights and, to the Knowledge of Oplink Parent there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 2.3 of the Company Schedules and except for options under the Company Stock Option Plans, there are no equity securities, partnership interests or similar ownership interests of any class of Oplink, 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. As of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiaries, there are no any equity securities, partnership interests or similar ownership interests of any class of any subsidiary of OplinkCompany 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. As Except for securities the Company owns free and clear of all claims 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 hereofof this Agreement, except there are no securities exchangeable or convertible into or exercisable for any class of equity security of any subsidiary of the Company, 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, to the knowledge of the Company, 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 Part 2.3 of the Company Schedules or as set forth in Section 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 Oplink Disclosure Letter2.2 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink or permitting 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink or permitting the Company 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. Except for As of the Oplink Voting Agreements date of this Agreement, except as contemplated by this Agreement and Oplink Stock Option pursuant to that certain Third Amended and Restated Registration Rights Agreement dated September 15, 1999 (the "Company Registration Rights Agreement"), there are no registration rights andand there is, except for the Company Voting Agreement, no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which it or, to the Knowledge knowledge of Oplink there are no voting truststhe Company, proxies or other agreements or understandings any of the stockholders of the Company is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2 or Part 2.3 of the Company Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of Oplinkthe Company equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.3 of the Oplink 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. 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. As of the date hereof, ----------------------------------------- except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except for securities Oplink 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 OplinkParent, 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 the date hereof, except as set forth in Section 2.23.2, and other than the rights to purchase shares of Oplink Parent Company Stock pursuant to offer letters for prospective employees of Oplink Parent in the ordinary course of business and consistent with past practice set forth in Section 2.3 3.3 of the Oplink Parent Disclosure Letter, 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 of Oplink Parent or any of its subsidiaries or obligating Oplink Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Parent Voting Agreements and Oplink Stock Option AgreementAgreements, there are no registration rights and, to the Knowledge of Oplink Parent there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Exhibit 2.3(a) hereto, there are no equity securities, partnership interests or similar ownership interests of any class of Oplinkthe Parent, 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. As of the date hereof, except Except for securities Oplink 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 Oplinkthe Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure LetterExhibit 2.3(b) hereto, 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 Oplink the Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Parent or any of its subsidiaries or obligating Oplink the Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink the Parent, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink the 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.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkSynergy, 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. As of the date hereof, except Except for securities Oplink Synergy owns, directly or indirectly through one or more subsidiariesSubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of OplinkSynergy, 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 the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink Synergy or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink Synergy or any of its subsidiaries Subsidiaries or obligating Oplink Synergy or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreementas set forth in Schedule 2.3, there are no registration rights and, to the Knowledge knowledge of Oplink Synergy there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Synergy 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.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 2.3 of the Company Schedules and except for options under the Company Stock Option Plans, there are no equity securities, partnership interests or similar ownership interests of any class of Oplink, 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. As of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiaries, there are no any equity securities, partnership interests or similar ownership interests of any class of any subsidiary of OplinkCompany 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. As Except for securities the Company owns free and clear of all claims 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 hereofof this Agreement, except there are no securities exchangeable or convertible into or exercisable for any class of equity security of any subsidiary of the Company, 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, to the knowledge of the Company, 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 Part 2.3 of the Company Schedules or as set forth in Section 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 Oplink Disclosure Letter2.2 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink or permitting 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink or permitting the Company 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. Except for As of the Oplink Voting Agreements date of this Agreement, except as contemplated by this Agreement and Oplink Stock Option Agreementpursuant to that certain Third Amended and Restated Registration Rights Agreement dated September 15, 1999 (the "COMPANY REGISTRATION RIGHTS AGREEMENT"), there are no registration rights andand there is, except for the Company Voting Agreement, no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which it or, to the Knowledge knowledge of Oplink there are no voting truststhe Company, proxies or other agreements or understandings any of the stockholders of the Company is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Integrated Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkIntegrated, 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. As of the date hereof, except Except for securities Oplink Integrated 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 Oplinksubsidiaryof Integrated, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3, 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 Oplink or any of its subsidiaries Integrated is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink stock, partnership interests or any of its subsidiaries similar ownership interests Integrated or obligating Oplink or any of its subsidiaries Integrated to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink Integrated, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Integrated 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 any material subsidiary of OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, 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 Oplink or any of its subsidiaries Parent is a party or by which it is bound obligating Oplink or any of its subsidiaries Parent 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries Company or obligating Oplink or any of its subsidiaries Company to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, there are no registration rights andexcept as contemplated by this Agreement, to the Knowledge of Oplink Parent Voting Agreement and the Parent Affiliate Agreement, there are no voting trusts, proxies or other agreements or understandings to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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 material subsidiaries.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set ----------------------------------------- forth in Section 2.23.2 hereof, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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, in any such case issued by the Company. As The Company owns all of the date hereofsecurities of its subsidiaries identified in Section 3.1 of the Company Disclosure Schedule, except for securities Oplink ownsfree and clear of all ----------- Encumbrances (as defined below), directly or indirectly through one or more subsidiaries, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding, in any such case issued by any such subsidiary. As 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 date hereofvoting of any security, any restriction on the transfer of any security (except as set forth in Section 2.2under Federal and state securities laws) 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 than the rights to purchase shares attribute of Oplink Company Stock ownership of any asset). Except pursuant to offer letters for prospective employees of Oplink in the ordinary course of business Transaction Option Agreement and consistent with past practice set forth in Section 2.3 of the Oplink Disclosure LetterCompany Options, 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for as set forth in Schedule 3.3 of the Oplink Voting Agreements and Oplink Stock Option Agreement------------ Company Disclosure Schedule, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 any material subsidiary of OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments -30- or agreements of any character to which Oplink or any of its subsidiaries Parent is a party or by which it is bound obligating Oplink or any of its subsidiaries Parent 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries Company or obligating Oplink or any of its subsidiaries Company to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, there are no registration rights andexcept as contemplated by this Agreement, to the Knowledge of Oplink Parent Voting Agreement and the Parent Affiliate Agreement, there are no voting trusts, proxies or other agreements or understandings to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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 material subsidiaries.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 3.2 or Part 3.3 of the Oplink 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 2.3 of the Company Disclosure Schedule, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe Company owns free and clear of all claims 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.2 or Part 2.3 of the Oplink 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, as contemplated by this Agreement there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkGeoCities equity security, 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. As of the date hereof, except Except for securities Oplink ownsGeoCities 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 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 OplinkGeoCities, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 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 Oplink GeoCities or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink GeoCities or any of its subsidiaries or obligating Oplink GeoCities 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. Except for the Oplink Voting Agreements and Oplink Stock Option as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink there are and thre is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which GeoCities is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink GeoCities 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkFlexSCAN, 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. As of the date hereof, except Except for securities Oplink FlexSCAN owns, directly or indirectly through one or more subsidiariesSubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of OplinkFlexSCAN, 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 the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink FlexSCAN or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink FlexSCAN or any of its subsidiaries Subsidiaries or obligating Oplink FlexSCAN or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreementas set forth in Schedule 2.3, there are no registration rights and, to the Knowledge knowledge of Oplink FlexSCAN there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink FlexSCAN 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.Subsidiaries. 2.4

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.4 of the FBC Disclosure Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkFBC, 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 outstandingoutstanding that will not be cancelled in exchange for warrants of EC Power at Closing. 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 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 the date hereof, except Except as set forth in Section 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 2.4 of the Oplink 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 Oplink or any of its subsidiaries FBC is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries or obligating Oplink or any of its subsidiaries to FBC; (ii) 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 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, there are no registration rights and, to the Knowledge of Oplink there are is no voting truststrust, proxies proxy or other agreements agreement or understandings understanding to which FBC or any FBC Stockholder is a party or by which he, she or it is bound with respect to the registration or voting of any equity security of any class of Oplink FBC and no person or with respect entity has any right to cause FBC to effect the registration or voting under the Securities Act of 1933, as amended (the "Securities Act"), of any equity security, partnership interest or similar ownership interest securities of any class of any of its subsidiariesFBC.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in ----------------------------------------- Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkAurum, 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. As of the date hereof, except Except for securities Oplink Aurum 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 OplinkAurum, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink Aurum or any of its subsidiaries is a party or by which it is bound obligating Oplink Aurum 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 stock, partnership interests or similar ownership interests of Oplink Aurum or any of its subsidiaries or obligating Oplink Aurum or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink Aurum, with the exception of the Aurum Voting Agreements to be entered into hereunder, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Aurum 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. Stockholders of Aurum are not entitled to dissenters rights under applicable state law.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2 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 date of this Agreement there are no equity securities, partnership interests or similar ownership interests of any class of OplinkVFI, 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. As of the date hereof, except Except for securities Oplink VFI owns, directly or indirectly through one or more subsidiaries, and except for shares of capital 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 OplinkVFI, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 2.22.2 and except for VFI Common Stock issued between April 21, 1997 and other than the rights to purchase shares date of Oplink Company Stock pursuant to offer letters for prospective employees this Agreement upon exercise of Oplink in the ordinary course of business and consistent with past practice set forth in Section 2.3 stock options outstanding on April 21, 1997, as of the Oplink Disclosure Letter, date of this Agreement 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 Oplink VFI or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink VFI or any of its subsidiaries or obligating Oplink VFI or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge knowledge of Oplink VFI, there are no voting trusts, proxies or other agreements or understandings to which VFI is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink VFI 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 or the Summit Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkSummit, 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. As of the date hereof, except Except for securities Oplink 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 OplinkSummit, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 2.2, and other than 3.2 or 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 Oplink Disclosure LetterSummit Schedules, 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 Oplink Summit or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Summit or any of its subsidiaries or obligating Oplink Summit or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are no voting trusts, proxies or other agreements or understandings to which Summit is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Summit 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkOrthoNetx, 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. As of the date hereof, except Except for securities Oplink OrthoNetx owns, directly or indirectly through one or more subsidiariesSubsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary Subsidiary of OplinkOrthoNetx, 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 the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter, 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 Oplink OrthoNetx or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock of Oplink OrthoNetx or any of its subsidiaries Subsidiaries or obligating Oplink OrthoNetx or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink OrthoNetx there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink OrthoNetx 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.Subsidiaries. ___________ ___________

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2(a) hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Oplinkany HBF equity security, 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. As Except for securities HBF owns free and clear of all claims and Encumbrances, as of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiariesof this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of OplinkHBF, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As 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 date hereofvoting of any security, except as set forth in Section 2.2any 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 than the rights to purchase shares attribute of Oplink Company Stock pursuant to offer letters for prospective employees ownership of Oplink in the ordinary course of business and consistent with past practice set forth in Section 2.3 of the Oplink Disclosure Letter, there 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 Oplink or any of its subsidiaries HBF is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries HBF or obligating Oplink or any of its subsidiaries HBF 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which HBF is a party or by which it is bound with respect to the registration or voting of any equity security of any class of 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 subsidiariesHBF.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 above, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 3.3 of the Oplink Disclosure LetterParent Schedules or Section 3.2 above, 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to except for the Knowledge of Oplink Parent Voting Agreement, there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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. 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. As of the date hereof, Except as ----------------------------------------- except as set forth in Section 2.24.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent owns free and clear of all claims and Encumbrances, 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 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 holds, 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except as set forth in Section 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 Oplink 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2 of the Predix Disclosure Schedule and except for the convertibility of the Predix Preferred Stock into Predix Common Stock, there are no equity securities, partnership interests or similar ownership interests securities of any class of OplinkPredix, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests authorized, issued, reserved for issuance or outstanding. As of the date hereof, except Except for securities Oplink Predix or its subsidiaries owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests securities of any class of any subsidiary of Oplink, Predix or its subsidiaries 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 the date hereof, except Except as set forth in Section 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 2.2 of the Oplink Predix Disclosure LetterSchedule, 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 Oplink Predix or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound obligating Oplink Predix or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or to repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisitionacquisition of, of any shares of capital stock of Oplink Predix or any of its subsidiaries or obligating Oplink Predix or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for as set forth in Section 2.2 of the Oplink Voting Agreements and Oplink Stock Option AgreementPredix Disclosure Schedule, there are no registration rights and, to the Knowledge knowledge of Oplink Predix and its subsidiaries, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink Predix 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. As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there There are no equity ----------------------------------------- securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsCompany owns free and clear of all claims 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 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 OplinkCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except as set forth in Section 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 Oplink 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 other Contracts of any character to which Oplink Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Company or any of its subsidiaries or obligating Oplink 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, partnership interest or similar ownership interest, 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. Except for the Oplink Company Rights Agreement and the Voting Agreements and Oplink Stock Option Agreement, there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, "poison pill" anti-takeover plan or other agreements agreement or understandings understanding to which Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkAnergen equity security, 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. As of the date hereof, except Except for securities Oplink owns, Anergen 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 OplinkAnergen, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 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 Oplink Anergen or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Anergen or any of its subsidiaries or obligating Oplink Anergen 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. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated in this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights plan, antitakeover plan or other agreements agreement or understandings understanding to which Anergen is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Anergen 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.. Stockholders of Anergen will not be entitled to dissenters' rights under applicable state law in connection with the Merger. 2.4

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in ----------------------------------------- Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkMetaTools, 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. As of the date hereof, except Except for securities Oplink 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 OplinkMetaTools, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, 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 Oplink MetaTools or any of its subsidiaries is a party or by which it is bound obligating Oplink 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, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink MetaTools or any of its subsidiaries or obligating Oplink MetaTools or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink MetaTools, as of the date of this Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink MetaTools 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. As of the date hereofExcept as set forth in Section 3.2, ----------------------------------------- and except as set forth in Section 2.2Parent Schedule 3.3, as of the date hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except Except for securities Oplink 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 OplinkParent, 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 the date hereofExcept as set forth in Section 3.2, and except as set forth in Section 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 Oplink Disclosure LetterParent Schedule 3.3, there are no stock 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 of Oplink Parent or any of its subsidiaries or obligating Oplink Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such stock 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there There are no registration rights and, to the Knowledge knowledge of Oplink Parent there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink 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.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in ----------------------------------------- Section 2.23.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 any material subsidiary of OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Oplink Disclosure Letter3.2, 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 Oplink or any of its subsidiaries Parent is a party or by which it is bound obligating Oplink or any of its subsidiaries Parent 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink or any of its subsidiaries Company or obligating Oplink or any of its subsidiaries Company to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, there are no registration rights andexcept as contemplated by this Agreement, to the Knowledge of Oplink Parent Voting Agreement and the Parent Affiliate Agreement, there are no voting trusts, proxies or other agreements or understandings to which Parent is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink 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 material subsidiaries.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.23.2 or the Summit Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkSummit, 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. As of the date hereof, except Except for securities Oplink 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 OplinkSummit, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 2.2, and other than 3.2 or 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 Oplink Disclosure LetterSummit Schedules, 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 Oplink Summit or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Summit or any of its subsidiaries or obligating Oplink Summit or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are no voting trusts, proxies or other agreements or understandings to which Summit is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Summit 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.. With respect to the transactions contemplated by this Agreement, stockholders of Summit are not entitled to appraisal rights under applicable state law. 3.4

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part 2.3 of the Company Disclosure Schedule, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsthe Company owns free and clear of all claims 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 Oplinkthe Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 2.2 or Part 2.3 of the Oplink 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink the Company or any of its subsidiaries or obligating Oplink the Company 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, as contemplated by this Agreement there are no registration rights andrights, to the Knowledge of Oplink and there are is no voting truststrust, proxies proxy, rights agreement, “poison pill” anti-takeover plan or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink the Company 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkCompany equity security, 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. As of the date hereof, except Except for securities Oplink ownsCompany 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 OplinkCompany, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 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 Oplink Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Company or any of its subsidiaries or obligating Oplink Company 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. Except for As of the Oplink Voting Agreements date of this Agreement and Oplink Stock Option except as described in Section 2.3 of the Company Schedules, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge knowledge of Oplink Company, there are no voting trusts, proxies proxies, rights plan, antitakeover plan or other agreements or understandings to which Company is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink Company 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2 or the OrCAD Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkOrCAD, 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. As of the date hereof, except Except for securities Oplink 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 OplinkOrCAD, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 2.2, and other than 2.2 or 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 Oplink Disclosure LetterOrCAD Schedules, 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 Oplink OrCAD or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink OrCAD or any of its subsidiaries or obligating Oplink OrCAD or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are no voting trusts, proxies or other agreements or understandings to which OrCAD is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink OrCAD 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.. With respect to the transactions contemplated by this Agreement, stockholders of OrCAD are not entitled to appraisal rights under applicable state law. 2.4

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2 hereof, there are no equity securities, partnership interests or similar ownership interests securities of any class of Oplinkthe 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. As of the date hereof, except Except for securities Oplink the Company owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests securities of any class of any subsidiary of Oplinkthe 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. As of the date hereof, except Except as set forth in Section 2.22.2 hereof, and other than except for the vesting of options under the Company Stock Option Plans in connection with a change in control, except for rights to purchase shares of Oplink Company Series B Preferred Stock pursuant to offer letters the Company Rights Agreement all of which rights shall expire at the Effective Time, and except for prospective employees of Oplink in the ordinary course of business and consistent with past practice set forth in Section 2.3 obligations of the Oplink Disclosure LetterCompany under the Stock 7 Purchase Plan, 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 Oplink the Company or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 additional shares of capital stock of Oplink the Company or any of its subsidiaries or obligating Oplink the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for To the Oplink Voting Agreements and Oplink Stock Option Agreementknowledge of the Company, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting shares of any equity security capital stock of any class of Oplink or the Company. No existing rights with respect to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of shares of Company Capital Stock, including, but not limited to, demand rights or voting piggy-back registration rights, shall apply with respect to any shares of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiariesParent Common Stock issuable in connection with the Merger.

Obligations With Respect to Capital Stock. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.22.2 or the OrCAD Schedules, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkOrCAD, 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. As of the date hereof, except Except for securities Oplink 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 OplinkOrCAD, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 2.2, and other than 2.2 or 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 Oplink Disclosure LetterOrCAD Schedules, 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 Oplink OrCAD or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink OrCAD or any of its subsidiaries or obligating Oplink OrCAD or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for As of the Oplink Voting Agreements and Oplink Stock Option date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, to the Knowledge of Oplink and there are no voting trusts, proxies or other agreements or understandings to which OrCAD is a party or by which it is bound with respect to the registration or voting of any equity security of any class of Oplink OrCAD 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. 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. As of the date hereof, ----------------------------------------- except Except as set forth in Section 2.2Part ----------------------------------------- 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of OplinkParent equity security, 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. As of the date hereof, except Except for securities Oplink ownsParent 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 OplinkParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests interests, issued, reserved for issuance or outstanding. As of the date hereof, except Except as set forth in Section 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 Part 3.2 or Part 3.3 of the Oplink 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 Oplink Parent or any of its subsidiaries is a party or by which it is bound obligating Oplink 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 acquisitionacquisition of, of any shares of capital stock stock, partnership interests or similar ownership interests of Oplink Parent or any of its subsidiaries or obligating Oplink 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. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies right or other agreements or understandings with respect to the registration or voting of any equity security of any class of 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 subsidiariesContract.