Common use of Other Securities Clause in Contracts

Other Securities. (i) As of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in Section 3.2(b), Section 3.2(c) As or Section 3.2(e) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stockCompany Stock, Voting Debt or other voting or non-voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and issued, granted or repurchased in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements Requirements, and (ii) all requirements set forth in applicable material ContractsContracts of the Company or any of its Subsidiaries. Except for shares of Restricted Company Unvested Common Stock, there are not any no outstanding Contracts of the Company or any of its Subsidiaries to (ix) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (iiy) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in this Agreement, the Parent Rights Plan or Section 3.2(d) As of the Parent Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company Parent or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company Parent or any of its Subsidiaries, or obligating the Company Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, Contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Parent Common Stock, all outstanding Company Parent Options, and all outstanding shares of capital stock of each Subsidiary of the Company Parent have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company Parent is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company Parent or any of its Subsidiaries with respect to this Agreement or the transactions contemplated hereby (including the Parent Merger and the Company Merger and, to the Knowledge of the CompanyParent, other than the Company Parent Voting Agreements and the irrevocable proxies granted pursuant to the Company Parent Voting Agreements, there are no irrevocable proxies and no voting agreements, agreements or voting trusts, rights plans, anti-takeover plans or registration rights agreements trusts with respect to any shares of the capital stock of, or other equity or voting interests in, the Company Parent or any of its Subsidiaries. For purposes of , in each case with respect to this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign Agreement or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entitytransactions contemplated hereby (including the Parent Merger and the Company Merger).

Other Securities. (i) As Except as otherwise set forth above in this Section 3.2, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company Inovio or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Inovio or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt stock or other voting securities of the Company Inovio or any of its Subsidiaries, or obligating the Company Inovio or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Inovio Common Stock, all outstanding Company Inovio Options, and outstanding Inovio Warrants and all outstanding shares of capital stock of each Subsidiary of the Company Inovio have been issued and granted in compliance in all material respects with (i) all applicable federal, state corporate and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company Inovio or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company Inovio or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company Inovio is not a party to any voting agreement with respect to shares of the capital stock Inovio Capital Stock of, or other equity or voting interests in, the Company Inovio or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company Inovio or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in Section 3.2(c) As or Section 3.2(e) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound obligating the Company or any of its Subsidiaries Subsidiary to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stockits share capital, Voting Debt or other voting or non-voting securities of the Company or any of its SubsidiariesSubsidiary, or obligating the Company or any of its Subsidiaries Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common StockOrdinary Shares, all outstanding Company Options, and all outstanding shares of capital stock of each the Subsidiary of the Company have been issued and issued, granted or repurchased in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements Requirements, and (ii) all requirements set forth in applicable material ContractsContracts of the Company or its Subsidiary. Except for shares of Restricted StockCompany Options, there are not any no outstanding Contracts of the Company or any of its Subsidiaries Subsidiary to (ix) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries Subsidiary or (iiy) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiariesSubsidiary. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries Subsidiary and, to the Knowledge knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental EntitySubsidiary.

Other Securities. (i) As of the date hereof, other than Except as otherwise set forth in this Section 2.2(a)(i) and 2.2 or in Section 2.2(b)(i) 2.2 of the Company Disclosure Letter, as of August 4, 2006, there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, or otherwise granting the Company or any of its Subsidiaries the right to have a third party issue, deliver or sell to the Company or any of its Subsidiaries, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentContract, agreement, instrument, arrangement, understanding, obligation arrangement or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Company Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (iA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (iiB) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.stock

Other Securities. (iExcept as otherwise set forth in Section 2.2(b)(i) As above or Section 2.2(b)(i) or Section 2.2(d) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All . There are no outstanding shares of Contracts or Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Employee Plans to which the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares or any of Restricted Stock, there are not its Subsidiaries is a party or by which any outstanding Contracts of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement agreement, other than the Voting Agreements, with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth above in this Section 2.2, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company VGX or any of its Subsidiaries other than VGX International, Inc. ("VGXI"), or to the Knowledge of VGX, to which VGXI, is a party or by which any of them is bound obligating the Company VGX or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt stock or other voting securities of the Company VGX or any of its Subsidiaries, or obligating the Company VGX or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company VGX Common Stock, all outstanding Company VGX Options, outstanding VGX Warrants and the outstanding VGX Convertible Debt, and all outstanding shares of capital stock of each Subsidiary of VGX other than VGXI, and to the Company Knowledge of VGX, of VGXI, have been issued and granted in compliance in all material respects with (i) all applicable federal, state corporate and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company VGX or any of its Subsidiaries other than VGXI, or to the Knowledge of VGX, of VGXI, to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company VGX is not a party to any voting agreement with respect to shares of the capital stock VGX Capital Stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiaries. For purposes Subsidiaries other than VGXI, or to the Knowledge of this AgreementVGX, “Legal Requirements” shall mean any federal, state, local, municipal, foreign of or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entityin VGXI.

Other Securities. (i) As Except as otherwise set forth in this Section 3.2, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, binding understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other material applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign (including, without limitation, Taiwanese) or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental EntityEntity (as defined in Section 3.3(c) hereof). There are no outstanding Contracts or Company Employee Plans to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. Other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, the Company is not a party to, and otherwise has no knowledge of, any irrevocable proxies or voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries.

Other Securities. (iExcept as otherwise set forth in Section 2.2(b), Section 2.2(c) As or Section 2.2(d) of the Company Disclosure Schedule, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All . There are no outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Contracts to which the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares or any of Restricted Stock, there are not its Subsidiaries is a party or by which any outstanding Contracts of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company’s Knowledge, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes Significant Subsidiaries to which the Company or any of this Agreement, “Legal Requirements” shall mean its Subsidiaries is a party or by which any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entitythem are bound.

Other Securities. (iExcept as otherwise set forth in Section 2.2(b) As or Section 2.2(c), as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt other voting securities or any securities convertible into shares of capital stock, or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All . There are no outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Contracts to which the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares or any of Restricted Stock, there are not its Subsidiaries is a party or by which any outstanding Contracts of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, and to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements’s Knowledge, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes Significant Subsidiaries to which the Company or any of this Agreement, “Legal Requirements” shall mean its Subsidiaries is a party or by which any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entitythem are bound.

Other Securities. (i) As Except as otherwise set forth in this Section 3.2, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) hereof there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company or any of its Subsidiariessubsidiaries, or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each the Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company or any of its Subsidiaries subsidiaries that require the Company or its subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries the Subsidiary or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiariesthe Subsidiary. The Neither the Company nor the Subsidiary is not a party to any voting agreement agreement, irrevocable proxy, voting trust, rights plan or anti-takeover plan with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries the Subsidiary and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, irrevocable proxies, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements among any holders of its securities, with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or the Subsidiary. There is no Contract or other agreement between the Company and any holder of its Subsidiaries. For purposes securities, or, to the Knowledge of this Agreementthe Company, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co sale rights or “Legal Requirementsdrag along” shall mean any federal, state, local, municipal, foreign rights) or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or registration under the authority Securities Act of any Governmental Entity1933, as amended, of the Company Capital Stock.

Other Securities. (i) As Except as otherwise set forth in this Section 4.02, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company NIMS or any of its Subsidiaries is a party or by which any of them is bound obligating the Company NIMS or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company NIMS or any of its Subsidiaries, or obligating the Company NIMS or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, NIMS Capital Stock and all outstanding shares of capital stock of each Subsidiary of the Company NIMS have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws Legal Requirements and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company NIMS or any of its Subsidiaries that require NIMS or its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company NIMS or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company NIMS is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company NIMS or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting AgreementsNIMS, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company NIMS or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As of the date hereof, other than Except as otherwise set forth in this Section 2.2(a)(i) and Section 2.2(b)(i) 2.2, as of the Reference Date, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations rights or undertakings of any kind Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue (including on a deferred basis) issue), deliver or sell, or cause to be issued, delivered or sold, or otherwise granting the Company or any of its Subsidiaries the right to have a third party issue, deliver or sell to the Company or any of its Subsidiaries, additional shares of capital stock, Voting Debt stock or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation right or undertaking. (ii) Contract. All outstanding shares of Company Common StockOrdinary Shares, all outstanding Company Options, all outstanding Company Restricted Shares, all outstanding Company Restricted Share Units, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in material compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for Company Restricted Shares or shares subject to Company Restricted Share Units, as of Restricted Stockthe Reference Date, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (iA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (iiB) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company and its Subsidiaries have not entered into any swaps, caps, collars, floors or other derivative contracts or securities relating to interest rates, equity securities, debt securities or commodities. Neither Company nor any of its Subsidiaries is not a party to any voting agreement agreements, irrevocable proxies, voting trusts, registration rights agreements or other voting arrangements with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” or “Laws” shall mean any federal, state, local, municipal, municipal or foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, or published order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and issued, granted or repurchased in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements except as would not reasonably be expected to be material to the Company and its Subsidiaries and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Company Unvested Common Stock, there are not any no outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Other than the Novadigm Options and the obligation to issue shares of Novadigm Common Stock pursuant to the date hereofNovadigm Purchase Plan, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations arrangements or undertakings of any kind to which the Company Novadigm or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Novadigm or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company Novadigm or any of its Subsidiaries, or obligating the Company Novadigm or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation arrangement or undertaking. (ii) . All outstanding shares of Company Novadigm Common Stock, all outstanding Company Novadigm Options, and all outstanding shares of capital stock of each Subsidiary of the Company Novadigm have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable material ContractsContracts (as defined below). Except for shares of Restricted Stock, there There are not any no outstanding Contracts of the Company to which Novadigm or any of its Subsidiaries or, to the knowledge of Novadigm, its affiliates, is a party to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company Novadigm or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company Novadigm is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company Novadigm or any of its Subsidiaries and, to the Knowledge knowledge of the CompanyNovadigm, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no affiliate of Novadigm or any of its Subsidiaries is a party to any irrevocable proxies and no or voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company Novadigm or any of its Subsidiaries. For purposes of this Agreement, “Contract“ shall mean any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect. For purposes of this Agreement, “Legal Requirements” “ shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As of the date hereof, other than Except as otherwise set forth in this Section 2.2(a)(i) and Section 2.2(b)(i) 3.2, as of the Reference Date, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations rights or undertakings of any kind Contracts to which the Company Verigy or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Verigy or any of its Subsidiaries to issue (including on a deferred basis) issue), deliver or sell, or cause to be issued, delivered or sold, or otherwise granting Verigy or any of its Subsidiaries the right to have a third party issue, deliver or sell to Verigy or any of its Subsidiaries, additional shares of capital stock, Voting Debt stock or other voting securities of the Company Verigy or any of its Subsidiaries, or obligating the Company Verigy or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation right or undertaking. (ii) Contract. All outstanding shares of Company Common StockVerigy Ordinary Shares, all outstanding Company Verigy Options, all outstanding Verigy Restricted Shares, all outstanding Verigy Restricted Share Units, and all outstanding shares of capital stock of each Subsidiary of the Company Verigy have been issued and granted in material compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for Verigy Restricted Shares or shares subject to Verigy Restricted Share Units, as of Restricted Stockthe Reference Date, there are not any outstanding Contracts of the Company Verigy or any of its Subsidiaries to (iA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company Verigy or any of its Subsidiaries or (iiB) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company Verigy and its Subsidiaries have not entered into any swaps, caps, collars, floors or other derivative contracts or securities relating to interest rates, equity securities, debt securities or commodities. Neither Verigy nor any of its Subsidiaries is not a party to any voting agreement agreements, irrevocable proxies, voting trusts, registration rights agreements or other voting arrangements with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company Verigy or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in SECTION 2.2(b) As or SECTION 2.2(d) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All undertaking of any kind. There are no outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Contracts to which the Company have been issued and granted in compliance in all material respects with or any of its Subsidiaries is a party or by which any of them is bound obligating (ior purporting to obligate) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Except for the Voting Agreements, the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiariesSubsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. There are no outstanding contractual commitments of the Company or any of its Subsidiaries that obligate the Company or its Subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. For purposes of this Agreement, “Legal Requirements” "LEGAL REQUIREMENTS" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth above in this Section 2.2, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company VGX or any of its Subsidiaries other than VGX International, Inc. (“VGXI”), or to the Knowledge of VGX, to which VGXI, is a party or by which any of them is bound obligating the Company VGX or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt stock or other voting securities of the Company VGX or any of its Subsidiaries, or obligating the Company VGX or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company VGX Common Stock, all outstanding Company VGX Options, outstanding VGX Warrants, outstanding VGX Debt, outstanding VGX Convertible Debt and all outstanding shares of capital stock of each Subsidiary of VGX other than VGXI, and to the Company Knowledge of VGX, of VGXI, have been issued and granted in compliance in all material respects with (i) all applicable federal, state corporate and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company VGX or any of its Subsidiaries other than VGXI, or to the Knowledge of VGX, of VGXI, to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company VGX is not a party to any voting agreement with respect to shares of the capital stock VGX Capital Stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company VGX or any of its Subsidiaries. For purposes Subsidiaries other than VGXI, or to the Knowledge of this AgreementVGX, “Legal Requirements” shall mean any federal, state, local, municipal, foreign of or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entityin VGXI.

Other Securities. (iExcept as otherwise set forth in Section 2.2(b) As or Section 2.2(d) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All outstanding shares undertaking of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of any kind. There are no Contracts to which the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares or any of Restricted Stock, there are not its Subsidiaries is a party or by which any outstanding Contracts of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiariesSubsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. There are no outstanding contractual commitments of the Company or any of its Subsidiaries that obligate the Company or its Subsidiaries to make a capital contribution in any other Person. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth in this Section 4.02, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company Brista or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Brista or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company Brista or any of its Subsidiaries, or obligating the Company Brista or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Brista Common Stock, all outstanding Company Options, Stock and all outstanding shares of capital stock of each Subsidiary of the Company Brista have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws Legal Requirements and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company Brista or any of its Subsidiaries that require Brista or its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company Brista or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company Brista is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company Brista or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company Brista or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in this Section 2.2 or in Sections 2.2(a) As and 2.2(b) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandingsContracts, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, sell or cause to be issued, delivered or sold, sold additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understandingContract, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth on Section 2.2 of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. There are no outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company that were issued by the Company. As of the Capitalization Date, there were outstanding Company Warrants to purchase 609,465 shares of Company Common Stock. Section 2.2(d)(i) of the Company Disclosure Letter contains a complete and correct list of each outstanding Company Warrant as of the Capitalization Date, including the holder and applicable form of warrant (copies of which are attached to Section 2.2(d)(i) of the Company Disclosure Letter). (ii) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.each

Other Securities. (i) As Except as otherwise set forth in this Section 2.2, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contractsas defined below). Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge (as defined in Section 9.2(b)) of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, treaties, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in this Section 2.2 or in Section 2.2(c) As of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contractsas defined below). Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge (as defined in Section 9.2(b)) of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iExcept as otherwise set forth in Section 2.2(d) As of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable material Contracts. Except for shares of Company Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Except as otherwise set forth in Section 2.2(d) of the Company Disclosure Letter, the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” "CONTRACT" shall mean any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect. For purposes of this Agreement, "LEGAL REQUIREMENTS" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and issued, granted or repurchased in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there There are not any no outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries Subsidiaries, and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, agreements or voting trusts, rights plans, anti-takeover plans or registration rights agreements trusts with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no rights plans, anti-takeover plans or registration rights agreements with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “"Legal Requirements” " shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity. For purposes of this Agreement, "Contract" shall mean any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect.

Other Securities. (iExcept as described in this Section 3.2 or in Section 3.2(c) As of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there There are not any no outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth in this Agreement, the Company Rights Plan or Section 2.2 of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, Contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable material Contracts. Except for shares of Company Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge (as defined in Section 8.3(b)) of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting AgreementsAgreements and the Company Rights Agreement, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Contract” shall mean any written or oral agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, promissory note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth in this Section 4.02, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company SafeStitch or any of its Subsidiaries is a party or by which any of them is bound obligating the Company SafeStitch or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company SafeStitch or any of its Subsidiaries, or obligating the Company SafeStitch or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common SafeStitch Capital Stock, all outstanding Company OptionsSafeStitch Options and SafeStitch Warrants, and all outstanding shares of capital stock of each Subsidiary of the Company SafeStitch have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws Legal Requirements and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company SafeStitch or any of its Subsidiaries that require SafeStitch or its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company SafeStitch or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company SafeStitch is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company SafeStitch or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting AgreementsSafeStitch, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company SafeStitch or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All outstanding shares Shares of Company Common Stock, all outstanding Company Options, outstanding warrants of the Company, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth in Section 3.2(b) or Section 3.2(d) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations obligations, undertakings, Contracts or undertakings arrangements of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries obligated to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting or non-voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation obligation, undertaking, Contract or undertaking. (ii) All instrument. There are no outstanding shares of Company Common Stockor authorized stock appreciation, all outstanding Company Optionsphantom stock, and all outstanding shares of capital stock of each Subsidiary of profit participation or other similar rights with respect to the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsCompany. Except for shares of Restricted Stock, there There are not any no outstanding Contracts of the Company or any of its Subsidiaries to (iA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (iiB) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. (ii) All outstanding shares of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock, the Company Options and Company Warrants, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued, granted or repurchased in compliance in all material respects with (x) all applicable securities laws and all other applicable Legal Requirements, and (y) all requirements set forth in applicable Contracts of the Company or any of its Subsidiaries. The Except as set forth on Section 3.2(d) of the Company Disclosure Letter, (A) the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries andSubsidiaries, to the Knowledge of the Company, and (B) other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes Subsidiaries (1) to which the Company is a party or (2) of this Agreementwhich the Company has knowledge, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under if the authority of any Governmental EntityCompany is not a party thereto.

Other Securities. (i) As of the date hereof, other than Except as otherwise set forth in this Section 2.2(a)(i) and Section 2.2(b)(i) 2.2, there are no securities, options, warrants, calls, rights, contracts, commitments, agreementsContracts, instruments, arrangements, understandings, obligations arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or redeem, repurchase, acquire or pay for or cause to be issued, delivered or sold, or redeemed, repurchased, acquired or paid for additional shares of capital stock, Voting Debt Debt, equity interests or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreementContract, instrument, arrangement, understanding, obligation arrangement or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Deferred Stock Units, all outstanding Performance Shares and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (as defined below), (ii) all requirements set forth in applicable material ContractsContracts and (iii) Company Charter Documents or Subsidiary Charter Documents. Except for shares of Restricted Stock, there There are not any outstanding no voting trusts or other Contracts of to which the Company or any of its Subsidiaries is a party with respect to (i) repurchase, redeem or otherwise acquire any shares the voting of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, : (x) “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other lawlaw (including any Antitrust Law (as defined below)), statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling ruling, judgment or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity; and (y) “Contract” shall mean any written or oral agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, indenture, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

Other Securities. (iExcept as otherwise set forth in Section 3.2(b), Section 3.2(c) As or Section 3.2(d) of the Company Disclosure Schedule, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All . There are no outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Contracts to which the Company have been issued and granted in compliance in all material respects with or any of its Subsidiaries is a party or by which any of them is bound obligating (ior purporting to obligate) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company's Knowledge, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting AgreementsAgreement, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes Subsidiaries to which the Company or any of this Agreement, “Legal Requirements” shall mean its Subsidiaries is a party or by which any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entitythem are bound.

Other Securities. (i) As Except as otherwise set forth in this Section 2.02, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company IXX Trust or any of its Subsidiaries IRAFG is a party or by which any of them is bound obligating the Company IXX Trust or any of its Subsidiaries IRAFG to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities securities, or other Equity Interests of the Company IXX Trust or any of its SubsidiariesIRAFG, or obligating the Company IXX Trust or any of its Subsidiaries IRAFG to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All outstanding shares of Company Common Stock, all outstanding Company Options, . The IXX Trust Equity and all outstanding shares of capital stock of each Subsidiary of the Company IRAFG Equity have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws Legal Requirements and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company IXX Trust or any of its Subsidiaries IRAFG that require IXX Trust or IRAFG to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity Equity Interests or voting interests in, the Company IXX Trust or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiariesIRAFG. The Company Neither IXX Trust nor IRAFG is not a party to any voting agreement with respect to shares of the capital stock ofIXX Trust Common Stock or the Membership Interests, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, IXX Trust Common Stock or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental EntityMembership Interests.

Other Securities. (i) As of the date hereof, other than Except as otherwise set forth in this Section 2.2(a)(i) and Section 2.2(b)(i) 3.2, as of the Reference Date, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations rights or undertakings of any kind Contracts to which the Company LTX or any of its Subsidiaries is a party or by which any of them is bound obligating the Company LTX or any of its Subsidiaries to issue (including on a deferred basis) issue), deliver or sell, or cause to be issued, delivered or sold, or otherwise granting LTX or any of its Subsidiaries the right to have a third party issue, deliver or sell to LTX or any of its Subsidiaries, additional shares of capital stock, Voting Debt stock or other voting securities of the Company LTX or any of its Subsidiaries, or obligating the Company LTX or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation right or undertaking. (ii) Contract. All outstanding shares of Company LTX Common Stock, all outstanding Company LTX Options, all outstanding LTX Restricted Stock Units and all outstanding shares of capital stock of each Subsidiary of the Company LTX have been issued and granted in material compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares subject to LTX Restricted Stock Units, as of Restricted Stockthe Reference Date, there are not any outstanding Contracts of the Company LTX or any of its Subsidiaries to (iA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company LTX or any of its Subsidiaries or (iiB) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company LTX and its Subsidiaries have not entered into any swaps, caps, collars, floors or other derivative contracts or securities relating to interest rates, equity securities, debt securities or commodities. Neither LTX nor any of its Subsidiaries is not a party to any voting agreement agreements, irrevocable proxies, voting trusts, registration rights agreements or other voting arrangements with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company LTX or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth in this Agreement, the Company Rights Plan or Section 2.2 of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, Contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable material Contracts. Except for shares of Company Restricted Stock, there are not any outstanding Contracts of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge (as defined in Section 8.3(b)) of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting AgreementsAgreements and the Company Rights Agreement, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” "CONTRACT" shall mean any written or oral agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, promissory note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect. For purposes of this Agreement, "LEGAL REQUIREMENTS" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As of the date hereof, the Company has no other than Subsidiaries and owns no equity in any other entity. None of SCHS, PM or CLSC owns any equity in any entity as of the date hereof. Except as otherwise set forth in this Section 2.2(a)(i) and Section 2.2(b)(i) 3.2, there are no authorized or outstanding shares of preferred stock and no securities, options, warrants, calls, rights, contractsContracts, commitments, agreements, instruments, arrangements, understandings, obligations arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Sino-Canada Entity is a party or by which any of them is bound obligating the Company or any of its Subsidiaries Sino-Canada Entity to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, or otherwise granting any Sino-Canada Entity the right to have a third party issue, deliver or sell to any Sino-Canada Entity, additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its SubsidiariesSino-Canada Entity, or obligating the Company or any of its Subsidiaries Sino-Canada Entity to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentContract, agreement, instrument, arrangement, understanding, obligation arrangement or undertaking. (ii) . All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company Sino-Canada Entity have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws Laws and all other applicable Legal Requirements Laws and (ii) all requirements set forth in applicable material ContractsContracts with respect to such shares to which the Company is a party. Except for shares of Restricted Stock, there There are not any no outstanding Contracts of the Company or to which any of its Subsidiaries Sino-Canada Entity is a party to (iA) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries Sino-Canada Entity or (iiB) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its SubsidiariesSino-Canada Entity. The Company No Sino-Canada Entity is not a party to to, nor are there, any voting agreement agreements, irrevocable proxies, voting trusts, registration rights agreements or other voting arrangements with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, antiSino-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiariesCanada Entity. For purposes of this Agreement, “Legal RequirementsLaws” shall mean any federal, state, provincial, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (iSection 3.2(b) As of the Disclosure Letter sets forth the Execution Date Spreadsheet. Except as otherwise set forth in Section 3.2(a) above and Sections 3.1(c) and 3.2(b) of the Company Disclosure Letter, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no (i) outstanding shares of capital stock of, or other equity or voting interest in, either the Company or any of its Subsidiaries, (ii) securities, convertible or exchangeable securities, rights, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt voting debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, exchangeable or convertible security, right, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. , or (iiiii) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any securities of the Company or any of its Subsidiaries or dividends paid thereon, or revenues, earnings or financial performance or any other attribute of the Company or any of its Subsidiaries. All outstanding shares of Company Common Capital Stock, all outstanding Company OptionsOptions and Company Warrants, and all outstanding shares securities of capital stock of each any Subsidiary of the Company Company, have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material ContractsRequirements. Except for shares of Restricted Stock, there There are not any outstanding Contracts of the Company or any of its Subsidiaries that require the Company or its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Neither the Company is not nor any of its Subsidiaries are a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, plans or anti-takeover plans or registration other stockholder agreements that contains restrictions, limitations or requirements on, or otherwise relate to, the voting, redemption, sale, issuance, transfer, registration, preemptive or anti-dilutive rights agreements or other disposition, with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As There are no securities of the date hereofCompany or any of its Subsidiaries that are convertible into or exchangeable for shares of any Capital Stock of the Company or any of its Subsidiaries, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, subscriptions, convertible securities, or other rights, contractsagreements or commitments which obligate the Company or any of its Subsidiaries to issue, commitmentstransfer or sell any shares of Capital Stock of, agreementsor other interests in, instrumentsthe Company or any of its Subsidiaries; (ii) There are no outstanding Obligations of the Company or any of its Subsidiaries to repurchase, arrangementsredeem or otherwise acquire any shares of Capital Stock of the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries has any awards or options outstanding under any stock option plans or agreements or any other outstanding stock-related awards; (iii) After the First Closing Date, understandingsneither the Company nor any of its Subsidiaries will have any obligation to issue, obligations transfer or undertakings sell any shares of any kind Capital Stock of the Company or its Subsidiaries; (iv) Except as set forth on Schedule 5.3(b)(iv), there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting or by which any disposing of them is bound obligating the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities Capital Stock of the Company or any of its Subsidiaries; and (v) As of the First Closing Date, or obligating neither the Company or nor any of its Subsidiaries to issuewill have any outstanding bonds, grantdebentures, extend notes or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation other Obligations or undertaking. other securities (ii) All outstanding shares of Company other than the Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of ) that entitle the Company have been issued and granted in compliance in all material respects holders thereof to vote with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares of Restricted Stock, there are not any outstanding Contracts the stockholders of the Company or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entityvote.

Other Securities. (i) As of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All , other than Company Options and Company RSUs disclosed pursuant to Section 2.2(b). There are no outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Contracts to which the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares or any of Restricted Stock, there are not its Subsidiaries is a party or by which any outstanding Contracts of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Except as otherwise set forth in Section 2.2(d) of the Company Disclosure Schedule, the Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements’s Knowledge, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans trusts or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes Significant Subsidiaries to which the Company or any of this Agreement, “Legal Requirements” shall mean its Subsidiaries is a party or by which any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entitythem are bound.

Other Securities. (iExcept as otherwise set forth in Section 2.2(c) As or Section 2.2(e) of the Company Disclosure Schedule, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) All . There are no outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of Contracts to which the Company have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable material Contracts. Except for shares or any of Restricted Stock, there are not its Subsidiaries is a party or by which any outstanding Contracts of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Knowledge of the Company’s Knowledge, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its SubsidiariesSignificant Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Other Securities. (i) As Except as otherwise set forth above, as of the date hereof, other than as set forth in Section 2.2(a)(i) and Section 2.2(b)(i) there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company Fiberxon or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Fiberxon or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt stock or other voting securities of the Company Fiberxon or any of its Subsidiaries, or obligating the Company Fiberxon or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. (ii) . All outstanding shares of Company Fiberxon Common Stock, all outstanding Company Fiberxon Options, and all outstanding shares of capital stock of each Subsidiary of the Company Fiberxon have been issued and granted in compliance in all material respects with (i) all applicable federal, state and foreign securities laws and all other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable material Contracts. Except for shares of Fiberxon Restricted Stock, there are not any outstanding Contracts of the Company Fiberxon or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company Fiberxon or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company Fiberxon is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company Fiberxon or any of its Subsidiaries and, to the Knowledge of the CompanyFiberxon, other than the Company Voting Agreements on Stock Restriction Agreement dated June 23, 2005 (the “Voting Agreement”) and the irrevocable proxies granted pursuant to the Company Voting AgreementsAgreement, there are no irrevocable proxies and no voting agreements, voting trusts, rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.voting