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

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company or any of its subsidiaries is a party or by which it is bound obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there are no registration rights with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company Launch equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company Except for securities Launch owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrancesencumbrances, and directly or indirectly through one or more subsidiaries, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of CompanyLaunch or any Joint Venture, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Launch or any of its subsidiaries or, to the knowledge of Launch, any Joint Venture is a party or by which it is bound obligating Company Launch or any of its subsidiaries or, the knowledge of Launch, any Joint Venture to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company Launch or any of its subsidiaries or any Joint Venture or obligating Company Launch or any of its subsidiaries or any Joint Venture to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, except as otherwise contemplated by the Stockholders Agreement, there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which Launch is a party or by which it is bound with respect to any equity security of any class of Company Launch or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' subsidiaries or appraisal rights under applicable state law in connection with the Mergerany Joint Venture.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityApex capital stock, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterApex owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyApex, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Apex or any of its subsidiaries is a party or by which it is bound obligating Company Apex or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Apex or any of its subsidiaries or obligating Company Apex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of Apex, there are (except for the Apex Voting Agreements) no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Apex or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' Apex has no outstanding stock appreciation rights, phantom stock or appraisal rights under applicable state law in connection with the Mergersimilar rights.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter----------------------------------------- Section 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityNetIQ, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterNetIQ owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyNetIQ, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company NetIQ or any of its subsidiaries is a party or by which it is bound obligating Company NetIQ or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company NetIQ or any of its subsidiaries or obligating Company NetIQ or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of NetIQ there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company NetIQ or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter, there There are no equity securities, partnership interests or similar ownership interests of any class of Company equity securitystock of Pathlore, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterPathlore owns, free and clear of all claims and Encumbrancesdirectly 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 any Subsidiary of any subsidiary of CompanyPathlore, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Pathlore or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Pathlore or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Company Pathlore Capital Stock or any of its subsidiaries Subsidiaries or obligating Company Pathlore or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part in Section 2.3 of the Company Disclosure LetterPathlore Schedules, there are no registration rights and, to the Knowledge of Pathlore there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Pathlore or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityCybex capital stock, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterCybex owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyCybex, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Cybex or any of its subsidiaries is a party or by which it is bound obligating Company Cybex or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Cybex or any of its subsidiaries or obligating Company Cybex or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of Cybex, there are (except for the Cybex Voting Agreements) no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Cybex or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' Cybex has no outstanding stock appreciation rights, phantom stock or appraisal rights under applicable state law in connection with the Mergersimilar rights.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 2.2(a) hereof, there are no equity securities, partnership interests or similar ownership interests of any class of Company any CSERV equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company Except for securities CSERV owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and as of the date of this Agreement, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of CompanyCSERV, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For the purposes of this Agreement, "ENCUMBRANCESEncumbrances" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, trust, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company 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 Company or any of its subsidiaries CSERV is a party or by which it is bound obligating Company or any of its subsidiaries CSERV to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or any of its subsidiaries CSERV or obligating Company or any of its subsidiaries CSERV to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 As of the Company Disclosure Letterdate of this Agreement, there are no registration rights and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which CSERV is a party or by which it is bound with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerCSERV.

Obligations With Respect to Capital Stock. Except as otherwise set forth in Part 2.3 of the Company Disclosure LetterSection 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or issued and outstanding. Except for securities the Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letterdirectly or indirectly through one or more subsidiaries, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests securities or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests securities or similar ownership interests, issued, reserved for issuance or issued and outstanding. For purposes of Except as contemplated by 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 Agreement 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 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company or any of its subsidiaries is a party or by which it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of for the Company Disclosure LetterRights Agreement, there are no registration rights and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into or exchangeable for, securities having such rights) of the Company will not be entitled or any subsidiary 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 dissenters' make any investment (in the form of a loan, capital contribution or appraisal rights under applicable state law otherwise) in connection with the Mergerany other person.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of for securities the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and there are no except for shares of capital stock or other equity securities, partnership interests or similar ownership interests of any class certain subsidiaries of the Company that are owned by certain nominee equity security holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, there are no equity securities of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 3.2(b) of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which the Company or any of its subsidiaries is a party or by which it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, right, commitment right or agreementother Contract. Except as contemplated by this Agreement or as set forth on Part 2.3 of Neither the Company Disclosure Letternor any of its subsidiaries have any authorized, there issued or outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company Shareholders have the right to vote. There are no registration rights, and except for the Voting Agreements, there is no voting trust, proxy, rights agreement, “poison pill” anti-takeover plan or other Contract to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth ----------------------------------------- in Part 2.3 3.3 of the Company Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Company Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company Except for securities Parent owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and directly or indirectly through one or more Subsidiaries, as of the date of this Agreement, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary Subsidiary of CompanyParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 Section 3.2 or Part 2.3 3.2 or Part 3.3 of the Company 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 Company Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company Parent or any of its subsidiaries Subsidiaries or obligating Company Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of disclosed in the Company Disclosure LetterParent SEC Reports, there are no registration rights with respect to any equity security of any class of Company Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityDocent, 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. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterDocent owns, free and clear of all claims and Encumbrancesdirectly 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 any Subsidiary of any subsidiary of CompanyDocent, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Docent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Docent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Docent or any of its subsidiaries Subsidiaries or obligating Company Docent 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 as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of Docent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Docent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection Subsidiaries, other than Voting Agreements entered into concurrently with the Mergerexecution of this Agreement.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterUSWeb Schedules and in Section 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityUSWeb, 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. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterUSWeb owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyUSWeb, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSchedule 3.3 and in Section 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company USWeb or any of its subsidiaries is a party or by which it is bound obligating Company USWeb or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Company USWeb or any of its subsidiaries or obligating Company USWeb or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except There are no registration rights and, to the knowledge of USWeb, as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letterdate of this Agreement, there are no registration rights voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company USWeb or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.3.4

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityCompany, 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. Except for securities Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letterowns, free and clear of all claims and Encumbrancesdirectly 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 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company or any of its subsidiaries is a party or by which it is bound obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company or any of its subsidiaries or obligating 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 as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securitySumTotal or Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterSumTotal owns, free and clear of all claims and Encumbrancesdirectly 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 any Subsidiary of any subsidiary of CompanySumTotal, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company SumTotal or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company SumTotal or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company SumTotal or any of its subsidiaries Subsidiaries or obligating Company SumTotal or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the Knowledge of SumTotal there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company SumTotal or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securitythe Company, 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. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letterowns, free and clear of all claims and Encumbrancesdirectly 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 the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company or any of its subsidiaries is a party or by which it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 There are no registration rights and, to the knowledge of the Company Disclosure LetterCompany, as of the date of this Agreement, there are no registration rights voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.3.4

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 Company Schedule 2.3, as of the Company Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Company equity securityCompany, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests interests, or similar ownership interests, interests issued, reserved for issuance or outstanding. Except for securities Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letterowns, free and clear of all claims and Encumbrancesdirectly or indirectly through one or more subsidiaries, and there are no other equity securities, partnership interests interests, or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSchedule 2.3, there are no subscriptionsstock appreciation rights, phantom stock, or other similar rights of Company and no options, warrants, equity securities, partnership interests interests, or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company or any of its subsidiaries is a party party, or by which it is bound bound, obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock, or other similar rights, or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Part 2.3 of the Company Disclosure LetterSection 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityProxim, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all As of the date hereof, except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterProxim owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyProxim, 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. For purposes As of this Agreementthe date hereof, "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 except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Proxim or any of its subsidiaries is a party or by which it is bound obligating Company Proxim or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Proxim or any of its subsidiaries or obligating Company Proxim or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the Knowledge of Proxim there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Proxim or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityParent or Lev Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterParent owns, free and clear of all claims and Encumbrancesdirectly 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 any Subsidiary of any subsidiary of CompanyParent, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Parent or any of its subsidiaries Subsidiaries or obligating Company Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure LetterSection 3.2, there are no registration rights and, to the knowledge of Parent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerSubsidiaries.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except for securities Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and EncumbrancesEncumbrances (as defined in Section 8.3), and as of the date of this Agreement, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Companysecurity, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Company or any of its subsidiaries is a party or by which it is bound obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Company has no authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the shareholders have the right to vote. Except as contemplated by this Agreement or as set forth on Part 2.3 of for the Company Disclosure LetterVoting Agreement, there are no registration rights, and there is no voting trust, proxy, rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which Company is a party or by which it is bound with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerCompany.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityParent or FCA Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterParent owns, free and clear of all claims and Encumbrancesdirectly 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 any Subsidiary of any subsidiary of CompanyParent, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Parent or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Parent or any of its subsidiaries Subsidiaries or obligating Company Parent or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure LetterSection 3.2, there are no registration rights and, to the knowledge of Parent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Parent or with respect to any equity security, security partnership interest or similar ownership interest of any class of any of its subsidiariesSubsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.3.4

Obligations With Respect to Capital Stock. Except As of the date hereof, except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityMaxim, or any securities or rights exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all As of the date hereof, except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterMaxim owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyMaxim, or any security or right exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. For purposes As of this Agreementthe date hereof, "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 except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Maxim or any of its subsidiaries is a party or by which it is bound obligating Company Maxim or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Maxim or any of its subsidiaries or obligating Company Maxim or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of for the Company Disclosure LetterMaxim Voting Agreements, there are no registration rights and, to the Knowledge of Maxim 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 Company Maxim or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 3.3 of the Company Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securitysecurity of the Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interestsinterests of the Company, issued, reserved for issuance or outstanding. Except for securities the Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and EncumbrancesEncumbrances (as defined in this Section 3.3), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 3.2 or Part 2.3 3.3 of the 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 the Company or any of its subsidiaries is a party or by which it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, otherwise modify or amend or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on in Part 2.3 3.3 of the Company Disclosure LetterSchedule, there are no registration rights, and there is no voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 3.3 of the Company Disclosure LetterSchedule, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securitysecurity of the Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interestsinterests of the Company, issued, reserved for issuance or outstanding. Except for securities the Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and EncumbrancesEncumbrances (as defined in this Section 3.3), directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of the Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 3.2 or Part 2.3 3.3 of the 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 the Company or any of its subsidiaries is a party or by which it is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, otherwise modify or amend or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on in Part 2.3 3.3 of the Company Disclosure LetterSchedule, there are no registration rights, and there is no voting trust, proxy, rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityMetaTools, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterMetaTools owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyMetaTools, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company MetaTools or any of its subsidiaries is a party or by which it is bound obligating Company MetaTools or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Company MetaTools or any of its subsidiaries or obligating Company MetaTools or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except There are no registration rights and, to the knowledge of MetaTools, as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letterdate of this Agreement, there are no registration rights voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company MetaTools or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.3.4

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter----------------------------------------- Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityFractal, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterFractal owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyFractal, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Fractal or any of its subsidiaries is a party or by which it is bound obligating Company Fractal or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Company Fractal or any of its subsidiaries or obligating Company Fractal or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except There are no registration rights and, to the knowledge of Fractal, as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letterdate of this Agreement, there are no registration rights voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Fractal or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 Company Schedule 2.2, as of the Company Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Company equity securityCompany, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests interests, or similar ownership interests, interests issued, reserved for issuance or outstanding. Except for securities Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letterowns, free and clear of all claims and Encumbrancesdirectly or indirectly through one or more subsidiaries, and there are no other equity securities, partnership interests interests, or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSchedule 2.2, there are no subscriptionsstock appreciation rights, phantom stock, or other similar rights of Company and no options, warrants, equity securities, partnership interests interests, or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company or any of its subsidiaries is a party party, or by which it is bound bound, obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock, or other similar rights, or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of Company there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 Section 2.2, there are no equity securities of the Company Disclosure Letterany class of Exar, or any securities exchangeable or convertible into or exercisable for such equity securities issued, reserved for issuance or outstanding. Except for securities Exar owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all Subsidiary of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of CompanyExar, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), Contracts or other commitments or agreements of any character to which Company Exar or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Exar or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Exar or any of its subsidiaries Subsidiaries or obligating Company Exar 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 Contract or agreementother commitment. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to Exar’s knowledge there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Exar or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection Subsidiaries, other than the Voting Agreements entered into concurrently with the Mergerexecution of this Agreement. There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights, Contracts or other commitments of any character to which Exar or any of its Subsidiaries is a party or by which it is bound obligating Exar or any of its Subsidiaries to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any for securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and EncumbrancesEncumbrances (as defined in Section 8.3), directly or indirectly through one or more subsidiaries, and there are no except for shares of capital stock or other equity securities, partnership interests or similar ownership interests of any class certain subsidiaries of Company that are owned by certain nominee equity security holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, there are no equity securities of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments ) or agreements other Contracts of any character to which Company or any of its subsidiaries is a party or by which it is bound obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of of, extend the exercise period of, or enter into any such subscription, option, warrant, equity security, call, rightright or other Contract. Neither Company nor any of its subsidiaries have any authorized, commitment issued, or agreementoutstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company’s stockholders have the right to vote. Except as contemplated by this Agreement or as set forth on in Part 2.3 of the Company Disclosure Letter, there are no registration rights and there is no voting trust, proxy, rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which Company is a party or by which it is bound with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 Section 3.2, there are no equity securities of the Company Disclosure Letterany class of Sipex, or any securities exchangeable or convertible into or exercisable for such equity securities issued, reserved for issuance or outstanding. Except for securities Sipex owns, directly or indirectly through one or more Subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all Subsidiary of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of CompanySipex, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), Contracts or other commitments or agreements of any character to which Company Sipex or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Sipex or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Sipex or any of its subsidiaries Subsidiaries or obligating Company Sipex or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment Contracts or agreementother commitment. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to Sipex’s knowledge there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Sipex or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection Subsidiaries, other than the Voting Agreements entered into concurrently with the Mergerexecution of this Agreement. There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights, Contracts or other commitments of any character to which Sipex or any of its Subsidiaries is a party or by which it is bound obligating Sipex or any of its Subsidiaries to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 Section 3.2, and except as set forth in PETREX Schedule 3.3, as of the Company Disclosure Letterdate hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Company equity securityPETREX, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterPETREX owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyPETREX, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, and except as set forth in PETREX Schedule 3.3, there are no subscriptionsstock appreciation rights, phantom stock or other similar rights of PETREX and no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company PETREX or any of its subsidiaries is a party or by which it is bound obligating Company PETREX or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company PETREX or any of its subsidiaries or obligating Company PETREX or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock or other similar rights or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of PETREX there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company PETREX or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2 hereof or Part 2.3 3.3 of the Company Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the securities of its subsidiaries identified on Part 2.1 3.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCESEncumbrances" 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 2.2 or Part 2.3 of the Company 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 Company or any of its subsidiaries is a party or by which it is bound obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part Schedule 2.3 of the Company Disclosure LetterSchedule, as of the date hereof, there are no equity securities, partnership interests interests, or similar ownership interests of any class of Company equity securitythe Company, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests interests, or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letterowns, free and clear of all claims and Encumbrances, and there are no other equity securities, partnership interests interests, or similar ownership interests of any class of equity security of any subsidiary of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part Schedule 2.3 of the Company Disclosure LetterSchedule, there are no subscriptionsstock appreciation rights, phantom stock, or other similar rights of the Company and no options, warrants, equity securities, partnership interests interests, or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company or any of its subsidiaries is a party party, or by which it is bound bound, obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscriptionstock appreciation rights, phantom stock, or other similar rights, or any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of the Company there are no voting trusts, rights of first refusal, proxies or other agreements or understandings with respect to any equity security of any class of the Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter----------------------------------------- Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityMCS, 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. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterMCS owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyMCS, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company MCS or any of its subsidiaries is a party or by which it is bound obligating Company MCS or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company MCS or any of its subsidiaries or obligating Company MCS 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 as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of MCS there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company MCS or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company xxxxxxxxx.xxx equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company Except for securities xxxxxxxxx.xxx owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrancesencumbrances, and directly or indirectly through one or more subsidiaries, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Companyxxxxxxxxx.xxx, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company xxxxxxxxx.xxx or any of its subsidiaries is a party or by which it is bound obligating Company xxxxxxxxx.xxx or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company xxxxxxxxx.xxx or any of its subsidiaries or obligating Company xxxxxxxxx.xxx or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure LetterAgreement, there are no registration rights and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which xxxxxxxxx.xxx is a party or by which it is bound with respect to any equity security of any class of Company xxxxxxxxx.xxx or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders Stockholders of Company xxxxxxxxx.xxx will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.. 2.4

Obligations With Respect to Capital Stock. Except as set forth in Section 3.2(a) or in Part 2.3 3.3 of the Company Disclosure LetterTitle Schedules, there are no Title equity securities, partnership interests securities or similar ownership interests of any class of Company Title equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company Except for securities Title owns all of the securities of its subsidiaries identified on Part 2.1 of the Company Disclosure Letter, free and clear of all claims and Encumbrances, and directly or indirectly through one or more subsidiaries, as of the date of this Agreement, there are no other equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of CompanyTitle, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Section 3.2(a), Part 2.2 3.2 or Part 2.3 3.3 of the Company Disclosure LetterTitle Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Title or any of its subsidiaries is a party or by which it is bound obligating Company Title or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company Title or any of its subsidiaries or obligating Company Title or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and there is no voting trust, proxy or other agreement or understanding to which Title is a party or by which it is bound with respect to any equity security of any class of Company Title or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company Title will not be entitled to dissenters' or appraisal rights under applicable state law (including under Section 761 et seq. of Michigan Law) in connection with the Title Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityParent, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterParent owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyParent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Parent or any of its subsidiaries is a party or by which it is bound obligating Company Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Company Parent or any of its subsidiaries or obligating Company Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except There are no registration rights and, to the knowledge of Parent, as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letterdate of this Agreement, there are no registration rights voting trusts, proxies or other agreements or understandings (except for the Parent Voting Agreements) with respect to any equity security of any class of Company Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 3.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securitySpeedFam, 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. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterSpeedFam owns, free and clear of all claims and Encumbrancesdirectly 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 CompanySpeedFam, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 3.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company SpeedFam or any of its subsidiaries is a party or by which it is bound obligating Company SpeedFam or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests of Company SpeedFam or any of its subsidiaries or obligating Company SpeedFam or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except There are no registration rights and, to the knowledge of SpeedFam, as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letterdate of this Agreement, there are no registration rights voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company SpeedFam or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure Letter------------------------------------------ Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityMCS, 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. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterMCS owns, free and clear of all claims and Encumbrancesdirectly 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 CompanyMCS, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company MCS or any of its subsidiaries is a party or by which it is bound obligating Company MCS or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company MCS or any of its subsidiaries or obligating Company MCS 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 as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letter, there There are no registration rights and, to the knowledge of MCS there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company MCS or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the Merger.

Obligations With Respect to Capital Stock. Except as set forth in Part 2.3 of the Company Disclosure LetterSection 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Company equity securityLev, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, interests issued, reserved for issuance or outstanding. Company owns all of the Except for securities of its subsidiaries identified on Part 2.1 of the Company Disclosure LetterLev owns, free and clear of all claims and Encumbrancesdirectly 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 any Subsidiary of any subsidiary of CompanyLev, 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. For purposes of this Agreement, "ENCUMBRANCES" means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the Company Disclosure LetterSection 2.2, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company Lev or any of its subsidiaries Subsidiaries is a party or by which it is bound obligating Company Lev or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition ofacquisition, of any shares of capital stock, partnership interests or similar ownership interests stock of Company Lev or any of its subsidiaries Subsidiaries or obligating Company Lev or any of its subsidiaries Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, partnership interest or similar -------------------------------------------------------------------------------- 7 ownership interest, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 2.3 of the Company Disclosure Letterin Schedule 2.3, there are no registration rights and, to the knowledge of Lev there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Company Lev or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries. Shareholders of Company will not be entitled to dissenters' or appraisal rights under applicable state law in connection with the MergerSubsidiaries.