Common use of Capital Stock Clause in Contracts

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists As of the date of this Agreement, the authorized Capital Stock of the Company consists solely of (i) 100,000,000 shares of Common Stock, par value $0.01 per share, of which 48,208,955 shares were issued and outstanding as of the authorized capital stock close of business on February 24, 2000 and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which 12,650.25 shares are issued and outstanding. Each share of Capital Stock of the Company that will be issued and outstanding immediately following the Closing, including without limitation the Shares, will be duly authorized and validly issued and fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of any Applicable Law. (Common b) Except as set forth on Schedule 3.2, as of the date of this Agreement, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of Capital Stock and Preferred Stock)of the Company or any ICG Subsidiary, (ii) the number of designated shares of Preferred Stock in each series no authorized or class thereof after giving effect outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to the Series 2 Certificate of Designations and Company or any Subsidiary, (iii) on February 29no rights, 2000contracts, after giving effect commitments or arrangements (contingent or otherwise) obligating the Company or any ICG Subsidiary to the issuance of Shares contemplated by the Stock Purchase Agreementseither (A) redeem, the number of shares outstanding in each series purchase or class thereof. All of such otherwise acquire, or offer to purchase, redeem, or otherwise acquire, any outstanding shares areof, or on the Closing Date will beany outstanding warrants or rights of any kind to acquire any shares of, duly authorizedor any outstanding securities that are convertible into or exchangeable for any shares of, validly issued and outstanding, fully paid and non-assessable. The shares Capital Stock of the Company's Common , or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, Capital Stock issuable upon conversion of the Series 1 Preferred Company, (iv) no agreements or arrangements under which the Company or any ICG Subsidiary is obligated to register the sale of any of its securities under the Securities Act (except as provided hereunder) and Series 2 Convertible Preferred Stock will be(v) no restrictions upon, when issued in accordance with the respective terms or Contracts or understandings of the Series 1 Certificate Company or any Subsidiary, or, to the knowledge of Designations and Series 2 Certificate the Company, Contracts or understandings of Designationsany other Person, duly authorizedwith respect to, validly issued, fully paid and non-assessablethe voting or transfer of any shares of Capital Stock of the Company or any Subsidiary. Except as provided in set forth on Schedule 3.2, there are no securities or instruments containing antidilution or similar provisions that will be triggered by the Series 2 consummation of the Transactions. Except as set forth on Schedule 3.2, no party has any right of first refusal, right of first offer, right of co-sale or other similar right regarding the Company's securities. Except as set forth on Schedule 3.2, there are no provisions of the Certificate of Designations Incorporation, as amended, or the By-laws of the Company, no agreements to which the Company is a party and no agreements by which the Series 1 Certificate Company or any ICG Subsidiary are bound, that would (a) require the vote of Designations, none the holders of more than a majority of the shares of the Company's capital stock which will be issued and outstanding at Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a class vote under General Corporation Law of the Closing State of Delaware (i) were the "DGCL"), or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists entitle any party to nominate or elect any director of the number and purpose for which such shares Company or require any of the Company's Common Stock are reserved stockholders to vote for issuance by any such nominee or other person as a director of the Company. (c) Except The Conversion Shares and Warrant Shares have been duly authorized and adequately reserved in contemplation of the conversion of the Series A Preferred Stock and the exercise of the Warrants, respectively, and, when issued and delivered in accordance with the terms of the Certificate of Designation or the Warrants, as referred the case may be, will have been validly issued and will be fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares violation of its capital stock or other securitiesany Applicable Law. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock The holders of the CompanySeries A Preferred Stock will, which (in either case) will be outstanding on upon issuance thereof, have the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms rights set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of Designation (subject to the rights, priorities limitations and terms qualifications set forth in therein and under the Series 1 Certificate of DesignationsDGCL). (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(aSCHEDULE 4.2 (A) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series Series or class thereof Class after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares on each Closing Date, as contemplated by the Stock and Warrant Purchase Agreements, the number of shares outstanding in each series Series or class thereofClass. Other than the exchange in full of the Series B Exchangeable Preferred Stock, there have been no material issuances of shares since September 29, 1999. All of such outstanding shares are, or on the such Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 C Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of DesignationsC Preferred, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the each Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(bSCHEDULE 4.2(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Dateincluding, or without limitation, any capital stock referred to in Section 4.2(b) or 4.2(c), which (in either case) will be outstanding on such Closing Date. (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Stockholders' Agreement and the Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoDesignations. (f) Except as set forth in Schedule 6(e) hereto, there There are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or Company, including any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares will have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) The Warrant Certificates have been duly adopted by the Company, and the Warrants will have all of the rights and privileges set forth in the Warrant Certificates. (i) To the knowledge of the Company, those persons who beneficially own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of under the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) Kingdon Associates, LP, Kingdon Partners, LP, ▇. ▇▇▇▇▇▇▇ Offshore, NV, ▇▇▇▇▇▇▇ Technology Partners III, ▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom and Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable TrustGuardian.

Capital Stock. (a) Schedule 6(a) hereto correctly The authorized, issued and completely lists (i) the authorized outstanding capital stock of Warrantor as of the Company (Common Stock and Preferred Stock), (ii) the number date of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreementsthis Agreement, the number of shares of Warrantor Common Stock reserved for issuance under the Warrantor Benefit Plans as of such date and the number of shares of Warrantor Common Stock that are subject to outstanding stock options under such Warrantor Benefit Plans as of such date, are set forth in each series or class thereofSchedule 5.2(a) that pertains to Warrantor. All of such the issued and outstanding shares are, or on the Closing Date will be, of capital stock of Warrantor are duly authorized, and validly authorized and issued and outstanding, are fully paid and non-assessable. The None of the outstanding shares of the Company's capital stock of Warrantor has been issued in violation of any preemptive rights of the current or past stockholders of Warrantor. All of the IBKC Common Stock issuable to be issued in exchange for PFSL Common Stock upon conversion consummation of the Series 1 Preferred and Series 2 Convertible Preferred Stock will beMerger, when issued in accordance with the respective terms of this Agreement and the Series 1 Certificate of Designations Merger Agreement, will be duly and Series 2 Certificate of Designations, duly authorized, validly issued, authorized and fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to set forth in Section 4.2(b5.2(a), Section 6.1(e) or Schedule 5.2(a), there are are, as of the date of this Agreement and will be, at the Effective Date, no shares of capital stock or other equity securities of PFSL outstanding and no outstanding options, warrants, subscriptionsscrip, rightsrights to subscribe to, convertible calls or commitments of any character whatsoever relating to, or securities or other agreements rights convertible into or plans under exchangeable for, shares of the capital stock of PFSL or contracts, commitments, understandings or arrangements by which the Company PFSL is or may become obligated be bound to issue, sell or transfer issue additional shares of its capital stock or other securitiesoptions, warrants or rights to purchase or acquire any additional shares of its capital stock. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists As of the Closing Date (i) prior to giving effect to the authorized capital stock Transactions, the number of the issued and outstanding shares of Company (Common Stock is not greater than 14,500,000 and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase AgreementsTransactions, the number authorized and issued shares of shares outstanding each class of Capital Stock of the Company are as set forth in each series or class thereofSchedule 4.4(a). All of such the issued and outstanding shares are, or on of Capital Stock of the Closing Date will be, duly authorized, Company are validly issued and outstandingissued, fully paid and non-assessable. As of the Closing Date after giving effect to the Transactions, other than the conversions permitted hereby, there are, except as set for in Schedule 4.4(a), no securities outstanding that are convertible into or exchangeable for any shares of Capital Stock of the Company, nor are there outstanding any rights to subscribe for or purchase, or any options or warrants for the purchase of, or any agreements (contingent or otherwise) providing for the issuance of, or any calls, commitments or claims of any character relating to, any shares of Capital Stock of the Company or any securities convertible into or exchangeable for any such shares. (b) On the Closing Date, after giving effect to the Transactions, the Company will not except as set forth on Schedule 4.4(b) be subject to any obligation (contingent or otherwise) to repurchase, acquire or retire (i) any of its Capital Stock, (ii) any securities convertible into or exchangeable for any of its Capital Stock, or (iii) any options, warrants or other rights to subscribe for, purchase or acquire any of its Capital Stock. (c) The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred Notes have been duly and Series 2 Convertible Preferred Stock will bevalidly reserved for issuance upon such exercise and, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsdelivered against payment therefor as provided therein, will be duly authorized, validly issued, fully paid and non-assessable. Except as provided assessable and subject to no Liens in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none respect of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securitiesthereof. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock All of the issued and outstanding shares of Capital Stock of such Subsidiaries are validly issued, fully paid and non-assessable and owned of record and beneficially by the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) . Except as set forth in Schedule 6(e) hereto4.10(a), the Company has good title to all of the shares of Capital Stock it owns of such Subsidiaries, free and clear in each case of any Lien securing indebtedness. Except as set forth in Schedule 4.4(d), there are no anti-dilution protections securities outstanding that are convertible into or other adjustment provisions in existence with respect to exchangeable for any capital stock shares of the Company or Capital Stock of any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge Subsidiary of the Company, those persons who ownnor are there outstanding any rights to subscribe for or purchase, directly or indirectlyany options or warrants for the purchase of, more than 5% or any agreements (calculated in accordance with Rule 13d-3 contingent or otherwise) providing for the issuance of, or any calls, commitments or claims of the Securities Exchange Act) any character relating to, any shares of the Company's outstanding Common Capital Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustsuch Subsidiaries or any securities convertible into or exchangeable for any such shares.

Capital Stock. (a) Schedule 6(a4.2(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations Articles Supplementary and (iii) on February 29October 19, 20001999, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofclass. There have been no material issuances of shares since June 30, 1999. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 A Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of DesignationsA Preferred, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations Articles Supplementary and the Series 1 Certificate of Designationsas described in Schedule 4.2(a), none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b4.2(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights AgreementAgreement and as described in Schedule 4.2(d), there are and will be no outstanding registration rights with respect to any capital stock of the CompanyCompany or of any Subsidiary, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoor any Subsidiary. (f) Except as set forth described in Schedule 6(e) hereto4.2(f), there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any Subsidiary or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations Articles Supplementary has been duly adopted by the Company and is fully effective as an amendment a supplement to the Company's certificate of incorporationcharter. The Shares will have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of DesignationsArticles Supplementary. (h) To the knowledge of the Company, those persons who beneficially own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of under the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇listed on Schedule 4.2(h); provided that the Company may rely on the accuracy of all Schedules 13D and Schedules 13G filed under the Securities Exchange Act for purposes of determining those persons who beneficially own, (ii) Chemical Company directly or indirectly, more than 5% of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustthe Company's outstanding Common Stock.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists of (Common Stock a) 95,000,000 shares of common stock, par value $.01 per share, of which 18,126,265 shares are issued and Preferred Stockoutstanding and 23,120,964 shares are reserved for issuance, and (b) 5,000,000 shares of preferred stock, par value $.01 per share (all of which are undesignated as to class or series), (ii) the number of designated which no shares of Preferred Stock in each series are issued and outstanding or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofreserved for issuance. All of such the outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company were duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, Convertible Securities (as hereinafter defined) or other agreements or arrangements of any character or nature whatever, except as otherwise disclosed in Section 5.6 of the Disclosure Schedule of the Company dated the date hereof (the "Disclosure Schedule"), a copy of which has been delivered to the Purchasers, or as contemplated by this Agreement, under which the Company is a party, except as provided herein, or may be obligated to issue capital stock or other securities of any kind representing an ownership interest or contingent ownership interest in the Series 2 Certificate Company. Neither the offer nor the issuance or sale of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) heretoNotes or the Conversion Stock, there are no or the Warrants or the Warrant Stock, constitutes an event, under any anti-dilution protections provisions of any securities issued or other adjustment provisions in existence with respect to any capital stock of issuable by the Company or any capital stock referred agreements with respect to in Section 4.2(b) the issuance of securities by the Company, which will either increase the number of shares issuable pursuant to such provisions or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted decrease the consideration per share to be received by the Company and pursuant to such provisions, except as otherwise disclosed in Section 5.6 of the Disclosure Schedule. No holder of any security of the Company is fully effective as an amendment entitled to any preemptive or similar rights to purchase securities from the Company; provided, however, that nothing in this Section 5.6 shall affect, alter or diminish any rights granted to the Company's certificate of incorporation. The Shares have all holders of the rights, priorities and terms set forth Purchased Securities in the Series 2 Certificate of Designationsthis Agreement. The Series 1 Preferred have all All outstanding securities of the rights, priorities Company have been issued in compliance in all material respects with an exemption or exemptions from the registration and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 prospectus delivery requirements of the Securities Exchange Act) Act and from the registration and qualification requirements of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇all applicable state securities laws, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustor in compliance with such requirements.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number Entergy consists of designated 500,000,000 shares of Preferred Stock in each series Entergy Common Stock, of which 222,895,585 shares were issued and outstanding as of July 26, 2000. No shares of capital stock of Entergy were issued or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29outstanding from July 26, 2000, after giving effect to and including the date of this Agreement. As of July 30, 2000, 23,709,144 shares of Entergy Common Stock were held in the treasury of Entergy. As of the date of this Agreement, 12,471,609 shares of Entergy Common Stock were subject to outstanding Entergy Employee Stock Options (as defined in Section 5.06) and 1,076,503 additional shares of Entergy Common Stock were reserved for issuance pursuant to the issuance Equity Ownership Plan of Shares contemplated by the Entergy Corporation and Subsidiaries, Equity Awards Plan of Entergy Corporation and Subsidiaries, Entergy Service Recognition Program for Outside Directors and Entergy Stock Purchase AgreementsPlan for Outside Directors (collectively, the number of shares outstanding in each series or class thereof"Entergy Option Plans"). All of such the issued and outstanding shares of Entergy Common Stock are, or on the Closing Date and all shares reserved for issuance will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued issuance in accordance with the respective terms of specified in the Series 1 Certificate of Designations and Series 2 Certificate of Designationsinstruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessablenonassessable. Except as provided disclosed in this Section 3.02(b) or in Section 3.02(b) of the Entergy Disclosure Letter, on the date of this Agreement there are no outstanding Options obligating Entergy or any of its subsidiaries to issue or sell any shares of capital stock of Entergy or to grant, extend or enter into any Option with respect thereto. (ii) Except as permitted by this Agreement and except as disclosed in the Series 2 Certificate Entergy SEC Reports filed prior to the date of Designations and the Series 1 Certificate of Designations, none this Agreement or Section 3.02(b) of the Entergy Disclosure Letter, all of the outstanding shares of capital stock of each subsidiary of Entergy are duly authorized, validly issued, fully paid and nonassessable and are owned, beneficially and of record, by Entergy or a subsidiary, free and clear of any Liens. The shares of the Company's capital stock which will be outstanding at Company owned by Entergy are owned free and clear of any Lien. Except as disclosed in the Closing (iEntergy SEC Reports filed prior to the date of this Agreement or Section 3.02(b) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)Entergy Disclosure Letter, there are no (A) outstanding options, warrants, subscriptions, rights, convertible securities Options obligating Entergy or other agreements any of its subsidiaries to issue or plans under which the Company may become obligated to issue, sell or transfer any shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Companyany subsidiary of Entergy or to grant, which extend or enter into any such Option or (in either caseB) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements commitments, understandings, restrictions or understandings arrangements in favor of any person other than Entergy or a subsidiary wholly owned, directly or indirectly, by Entergy with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of the Company any subsidiary of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoEntergy. (fiii) Except for Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Power, Inc. and System Energy Resources, Inc. (the "Entergy Utilities"), and except as disclosed in Section 3.02(b) of the Entergy Disclosure Letter, as of the date of this Agreement, none of the subsidiaries of Entergy or the Entergy Joint Ventures is a "public utility company", a "holding company", a "subsidiary company" or an "affiliate" of any public utility company within the meaning of Section 2(a)(5), 2(a)(8) or 2(a)(11) of the 1935 Act, respectively. Except for Entergy, none of Entergy, its subsidiaries and the Entergy Joint Ventures is registered under the 1935 Act. (iv) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to disclosed in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act3.02(b)(iv) of the Company's Entergy Disclosure Letter, as of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Entergy or any of its subsidiaries having the right to vote (or which are convertible into or exercisable for securities having the right to vote) (collectively, "Entergy Voting Debt") on any matters on which Entergy shareholders may vote are issued or outstanding Common Stock nor are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇there any outstanding Options obligating Entergy or any of its subsidiaries to issue or sell any Entergy Voting Debt or to grant, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustextend or enter into any Option with respect thereto.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of each Acquired Company and the issued and outstanding capital stock (including shares subject to forfeiture (the “Restricted Shares”)) of each Acquired Company as of the date hereof are set forth in Section 3.2(a) of the Company (Common Stock and Preferred Stock), (ii) Disclosure Letter. Each of the number of designated outstanding shares of Preferred capital stock or other equity interests of each Acquired Company is, and each share of capital stock that may be issued pursuant to any Company Stock in each series Option or class thereof after giving effect to the Series 2 Certificate of Designations and other equity award will be (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsthereof), duly authorized, validly issued, fully paid and non-assessablenonassessable and free of, and not in violation of, any preemptive rights. Except as provided in the Series 2 Certificate of Designations All shares and the Series 1 Certificate of Designations, none other equity interests of the shares Subsidiaries of the Company's capital stock which will be outstanding at Company are owned by the Closing Company or another wholly owned Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges, mortgages or other encumbrances (icollectively, “Liens”) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with of any preemptive rights with respect to any issuances of capital stocknature whatsoever, except for restrictions on transfer under securities Laws. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares As of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)date of this Agreement, there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which shares of preferred stock of the Company may become obligated to issue, sell issued or transfer shares of its capital stock or other securities. (d) outstanding. Except as set forth on Schedule 6(cin Section 3.2 of the Company Disclosure Letter, as of the date of this Agreement, (A) hereto and except there are not outstanding or authorized (1) any securities of any Acquired Company convertible into or exchangeable for shares of capital stock or voting securities of any Acquired Company or (2) any options, calls, warrants, pre-emptive rights, anti-dilution rights or other rights, rights agreements, shareholder rights plans, agreements, arrangements or commitments of any character relating to the registration rights contained issued or unissued capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Acquired Company, (B) there are no outstanding obligations of any Acquired Company to repurchase, redeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Acquired Company or to provide funds to, or make any investment (in the Registration Rights Agreementform of a loan, there are and will be capital contribution or otherwise) in, any Subsidiary, (C) no outstanding registration Acquired Company has issued, sold or granted phantom stock, restricted stock units or other contractual rights with respect to the value of which is determined in whole or in part by the value of any capital stock of any Acquired Company and there are no outstanding stock appreciation rights issued by any Acquired Company with respect to the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(bof any Acquired Company (“Company Stock Equivalents”), (D) or 4.2(c). (e) There there are no voting agreements, voting trusts, proxies trusts or other agreements or understandings to which any of the Acquired Companies or any of their respective officers and directors is a party with respect to the voting of any capital stock of any Acquired Company, and (E) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the shareholders or other equity holders of the Acquired Companies may vote (“Company Voting Debt”). (c) As of the date hereof, 1,429,000 Shares are subject to issuance pursuant to outstanding Company Stock Options. Sections 3.2(c)-(d) of the Company Disclosure Letter set forth the following information with respect to each Company Stock Option outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company Stock Option was granted; (ii) the name of the holder of such Company Stock Option; (iii) the number of Shares subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; and (vi) the extent to which such Company Stock Option is vested and exercisable as of the date of this Agreement. The exercise price of each Company Stock Option is equal to or greater than the fair market value of the Shares subject to such Company Stock Option (determined as of the date such Company Stock Option was granted). Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. Each Company Stock Option may, by its terms, be treated at the Effective Time as set forth in Section 2.1(d). (d) Sections 3.2(c)-(d) of the Company Disclosure Letter set forth the following information with respect to each Restricted Share outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Restricted Share was granted; (ii) the name of the holder of such Restricted Share; (iii) the number of Shares subject to such Restricted Share; (iv) the date on which such Restricted Share was granted; and (v) the extent to which such Restricted Share is vested as of the date of this Agreement. Each outstanding Restricted Share may, by its terms, be fully vested upon the consummation of the Merger. (e) The Company has made available to Parent accurate and complete copies of all equity plans pursuant to which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations has granted Company Stock Options or Restricted Shares and the Series 1 Certificate forms of Designations all award agreements evidencing such grants. There are no outstanding options or warrants to purchase Shares, Restricted Shares or restricted stock units associated with Shares that were issued other than pursuant to any Company Equity Plan and Schedule 6(dset forth in Sections 3.2(c) heretoof the Company Disclosure Letter. (f) Except as set forth in Schedule 6(eSection 3.2(f) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate Disclosure Letter sets forth, as of Designations has been duly adopted by the date of this Agreement, the amount of indebtedness for borrowed money of the Company and is fully effective as an amendment to the Company's certificate its Subsidiaries (including any guarantee of incorporation. The Shares have all any indebtedness of the rights, priorities and terms set forth in the Series 2 Certificate borrowed money of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designationsany Person). (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock As of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof Closing Date after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase AgreementsTransactions, the number authorized and issued shares of shares outstanding in each series or class thereofof Capital Stock of each Credit Party are as set forth on Schedule 4.4. All of such the issued and outstanding shares are, or on the Closing Date will be, duly authorized, of Capital Stock of each Credit Party are validly issued and outstandingissued, fully paid and non-assessableassessable and owned of record by the Persons listed on Schedule 4.4. As of the Closing Date both before and after giving effect to the Transactions, all of the issued and outstanding shares of Capital Stock of the Issuer are validly issued, fully paid and non-assessable and owned of record and beneficially by the Parent, free and clear of any Liens, other than Liens permitted by the Senior Indebtedness. (b) The shares of the Company's Common Stock issuable upon conversion exercise of the Series 1 Preferred Warrants have been duly and Series 2 Convertible Preferred Stock will bevalidly reserved for issuance upon such exercise and, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsdelivered against payment therefor as provided therein, will be duly authorized, validly issued, fully paid and non-assessable. Except as provided assessable and subject to no Liens created by the Parent in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none respect of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Companythereof. (c) Except As of the Closing Date, after giving effect to the Transactions, (i) except as referred to in Section 4.2(b)set forth on Schedule 4.4, there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which none of the Company may become obligated to issue, sell or transfer Credit Parties owns any shares of its capital stock Capital Stock of, or has any direct or indirect equity interest in, any other securitiesPerson and (ii) all of the issued and outstanding shares of Capital Stock of the Subsidiaries of each Credit Party have been duly and validly issued and are fully paid, non-assessable and owned of record and beneficially by such Credit Party. (d) Except as set forth on Schedule 6(c) hereto 4.4 and except for the registration rights contained in Warrants and the Registration Rights AgreementSeries A Preferred Stock, as of the Closing Date after giving effect to the Transactions, there are and will be no securities outstanding registration that are convertible into or exchangeable for any shares of Capital Stock of any Credit Party, nor are there outstanding any rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Datesubscribe for or purchase, or any capital stock referred to in Section 4.2(boptions or warrants for the purchase of, or any agreements (contingent or otherwise) providing for the issuance of, or 4.2(c)any calls, commitments or claims of any character relating to, any shares of Capital Stock of any Credit Party or any securities convertible into or exchangeable for any such shares. (e) There are no voting agreementsOn the Closing Date, voting trusts, proxies or other agreements or understandings with respect after giving effect to the voting of any capital stock Transactions, none of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect Credit Parties will be subject to any capital stock of the Company obligation (contingent or any capital stock referred otherwise) to in Section 4.2(b) repurchase, acquire or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: retire (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇any of its Capital Stock, (ii) Chemical Company any securities convertible into or exchangeable for any of Malaysiaits Capital Stock, or (iii) Chiin Hsiao Children Irrevocable Trustany options, (iv) ▇▇▇▇▇ ▇▇▇warrants or other rights to subscribe for, (v) Kingdom purchase or acquire any of its Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable TrustStock.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after After giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to transactions under the issuance of Shares contemplated by the Stock Purchase AgreementsEquity Documents, the number authorized and outstanding Capital Stock of shares outstanding in each series or class thereofthe Borrower and its Subsidiaries is as set forth on Schedule 5.24 hereto. All of such outstanding shares are, or on the Closing Date will be, Capital Stock of the Borrower and its Subsidiaries has been duly authorized, and validly authorized and issued and outstanding, is fully paid (to the extent required by such Person’s Organization Documents in the case of a limited liability company) and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except assessable (except as provided under Applicable Law in the Series 2 Certificate case of Designations a limited liability company) and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject has been sold and delivered to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of capital stock. (b) Schedule 6(b) hereto correctly each Governmental Authority governing the sale and completely lists delivery of securities, assuming the number truth and purpose for which such shares accuracy of the New Equity Holder’s representations and warranties in the Equity Documents. Except for the rights and obligations set forth on Schedule 5.24, as provided for in the Equity Documents, those warrants issued pursuant to that certain Warrant Agreement, dated as of March 15, 2010, between the Borrower and American Stock Transfer & Trust Company's Common Stock are reserved for issuance by , LLC (the Company. “Existing Warrants”), or in the First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code dated January 13, 2010, as modified prior to the date hereof (c) Except as referred to in Section 4.2(btogether with all related documents, the “Specified Plan”), there are no outstanding optionssubscriptions, warrants, subscriptionsoptions, rightscalls, convertible securities commitments, rights or other agreements agreement by which any of the Borrower or plans under which its Subsidiaries or any of the Company may become obligated shareholders of the Borrower or its Subsidiaries is bound relating to issuethe issuance, sell transfer, voting or transfer redemption of shares of its capital stock Capital Stock or other securities. (d) any pre-emptive rights held by any Person with respect to the Capital Stock of the Borrower or its Subsidiaries. Except as set forth on Schedule 6(c) hereto and except 5.24, as provided for the registration rights contained in the Registration Rights AgreementEquity Documents, there are and will be no outstanding registration rights with respect to any capital stock the Existing Warrants or the Specified Plan, none of the Company, which (in either case) will be outstanding on the Closing Date, Borrower or its Subsidiaries have issued any securities convertible into or exchangeable for shares of its Capital Stock or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreementsoptions, voting trusts, proxies warrants or other agreements rights to acquire such shares or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretosecurities convertible into or exchangeable for such shares. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) Immediately following the Closing, the authorized capital stock of the Company shall consist of (a) twenty five million (25,000,000) shares of preferred stock, none of which shares shall be issued and outstanding and one million (1,000,000) shares of which shall have been designated as the Company’s Series A Junior Participating Preferred Stock and (b) one hundred million (100,000,000) shares of Common Stock, with the amount outstanding as of the Rights Offering Record Date to be as described in the Prospectus. The capital stock of the Company will, as of the Rights Offering Record Date, conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus, and the certificates for the shares of Common Stock are in due and Preferred Stock)proper form and the holders of such shares will not be subject to personal liability by reason of being such holders. As of the Closing, (ii) the number outstanding options, warrants and other rights to purchase capital stock of designated the Company shall be as set forth in the Registration Statement and the Prospectus under the heading “Capitalization.” Immediately following the Closing, all of the issued and outstanding shares of Preferred Stock in each series or class thereof after giving effect to capital stock, including the Series 2 Certificate Common Stock, of Designations the Company have been duly authorized and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, are fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when have been issued in accordance compliance with the respective terms all federal and state securities laws and were not issued in violation of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances right, resale right, right of capital stock. first refusal or similar right and shall be listed for trading on The Nasdaq Stock Market (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b“Nasdaq”), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) . Except as set forth in Schedule 6(ethe Registration Statement and the Prospectus (i) heretono person has the right, there are no anti-dilution protections contractual or otherwise, to cause the Company to issue or sell to it any shares of Common Stock or shares of any other capital stock or other adjustment provisions in existence with respect to any capital stock equity interests of the Company and (ii) no person has any preemptive rights, resale rights, rights of first refusal or other rights to purchase any shares of Common Stock or shares of any other capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate other equity interests of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate , and, in the case of incorporation. The Shares have all each of the rightsforegoing clauses (i) and (ii), priorities and terms whether as a result of the filing or effectiveness of the Registration Statement or the issuance of the Rights or the sale of the shares of Common Stock as contemplated thereby or otherwise; except as set forth in the Series 2 Certificate Registration Statement and the Prospectus, no person has the right, contractual or otherwise, to cause the Company to register under the Securities Act any shares of Designations. The Series 1 Preferred have all Common Stock or shares of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge any other capital stock or other equity interests of the Company, those persons who ownor to include any such shares or interests in the Registration Statement or the offering contemplated thereby, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 whether as a result of the Securities Exchange Act) filing or effectiveness of the Company's outstanding Common Stock are Registration Statement or the issuance of the Rights as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustcontemplated thereby or otherwise.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists The Company has authorized 250,000,000 Common Shares, of which (i) the authorized capital stock 10,730,000 are issued and outstanding as of the Company (Common Stock and Preferred Stock)date hereof, (ii) 190,000 are reserved for issuance upon the number exercise of designated shares Options issued and outstanding as of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations date hereof under the Company's 2002 Equity Incentive Plan (the "Prior Equity Incentive Plan"), and (iii) on February 291,080,000 are reserved for issuance upon exercise of Options authorized for issuance (but not outstanding) under the Prior Equity Incentive Plan and unissued as of the date hereof. As of the date hereof, 2000all of the Common Shares are identical in all respects and, after giving effect except with respect to the issuance Options and the Special Share, there are no other types of Shares contemplated Capital Stock or other securities of the Company authorized, issued or outstanding. As of the Closing Date, the Company will have authorized 250,000,000 Common Shares, of which 10,730,000 will be issued and outstanding, and one Special Share, which will be issued, outstanding and held by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. Special Share Purchaser. (b) All of such the outstanding shares are, or on of Capital Stock of the Company and each of the Company's Subsidiaries have been (and immediately after the Closing Date will be, ) duly authorized, and validly issued authorized and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except assessable and (except as provided set forth in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none Section 4.1 of the shares Shareholders Agreement or with respect to Capital Stock of the Company's capital stock which will be outstanding at the Closing (iSubsidiaries under Applicable Law) were or will be subject to free of preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Companyrights. (c) Except as referred to set forth in Section 4.2(bSchedule 3.03(c), there all of the shares of Capital Stock of each of the Company's Subsidiaries are no outstanding optionsowned directly or indirectly by the Company, warrantsfree and clear of any Lien, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell restriction upon voting or transfer shares or any other claim of its capital stock or other securitiesany third party. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Options and as specifically contemplated by this Agreement, there are and will be no outstanding registration rights with respect subscriptions, rights, warrants, calls or options to any capital stock of the Company, which (in either case) will be outstanding on the Closing Dateacquire, or any capital stock referred to in Section 4.2(b) instruments convertible into or 4.2(c). (e) There are no voting agreementsexchangeable for, voting trusts, proxies or other agreements or understandings with respect to the voting sale or issuance of, any shares of Capital Stock of or other equity or other ownership interest in the Company or any of its Subsidiaries, or any other contracts, commitments, agreements, understandings or arrangements of any capital stock of the Company of kind to which the Company or any Subsidiary is a partyparty obligating the Company or any Subsidiary under any circumstance to issue any Capital Stock, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) or any securities convertible into or exchangeable for or rights to purchase any Capital Stock. Except as set forth in Schedule 6(e3.03(d) heretoand for the Registration Rights Agreement, there are no anti-dilution protections neither the Company nor any Subsidiary is a party to or other adjustment provisions in existence bound by any agreement with respect to any capital stock of its securities which grants registration rights to any Person. Except for the Shareholders Agreement and as otherwise set forth on Schedule 3.03(d), neither the Company nor any Subsidiary is, and to the knowledge of the Company no stockholder is, a party to any voting trust or other agreement or understanding affecting the voting or transfer of the Capital Stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c)Subsidiary. (ge) The Series 2 Certificate of Designations has Prior to the Closing Date, the Conversion Shares will have been duly adopted by the Company authorized and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all adequately reserved in contemplation of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all conversion of the rightsNotes and, priorities when issued and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated delivered in accordance with Rule 13d-3 the terms of the Securities Exchange Act) Notes will have been validly issued and will be fully paid and nonassessable and free and clear of Liens (other than Liens created by the Company's outstanding Common Stock are as follows: Security Documents), and the issuance thereof will not have been subject to any preemptive rights or restrictions on transfer (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustother than restrictions on transfer under Applicable Law).

Capital Stock. (a) Schedule 6(a) hereto correctly At the Effective Time by virtue of the Merger and completely lists without any action on the part of the holder thereof: (i) Each share of Company Common Stock issued and outstanding immediately prior to the authorized capital stock Effective Time (other than any Dissenting Shares or Treasury Shares), shall be converted into (A) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, subject to Section 2.5 with respect to fractional shares and the payment of cash in lieu of such fractional shares (the “Stock Consideration”) and (B) the right to receive $3.50 per share in cash, without interest (the “Cash Consideration”) (the consideration described in the foregoing clauses (A) and (B), collectively, the “Merger Consideration”). (ii) All shares of Company Common Stock (other than shares referred to in Section 1.7(a)(v) and Section 1.7(a)(vi)) shall cease to be issued and outstanding and shall be cancelled and retired and shall cease to exist, and each holder of a valid certificate or certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (a “Certificate”) or that were shares of Company Common Stock evidenced by way of book-entry in the register of stockholders of the Company immediately prior to the Effective Time (“Uncertificated Company Stock”), shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the applicable Merger Consideration and any dividends or other distributions to which the holder of such share becomes entitled pursuant to Section 2.3. (iii) Each share of common stock, par value $0.01 per share, of Merger Sub 1 issued and outstanding immediately prior to the Effective Time shall be converted into one share of Class A Common Stock, par value $0.00000625 per share, of the First Surviving Corporation. (iv) At the Subsequent Effective Time, all shares of common stock of Merger Sub 2 issued and outstanding immediately prior to the Subsequent Effective Time shall be cancelled and retired and shall cease to exist. At the Subsequent Effective Time, each share of Class A Common Stock of the First Surviving Corporation issued and Preferred Stockoutstanding immediately prior to the Subsequent Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. (v) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by stockholders that have properly demanded their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, unless and until such stockholders shall have failed to perfect any available right of appraisal under applicable Law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Company Common Stock held by such stockholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 1.7(a). The Company shall give Parent (A) as promptly as reasonably practicable notice of any demands for appraisal filed pursuant to Section 262 of the DGCL received by the Company, withdrawals of such demands and any other instruments or material written communications served or delivered in connection with such demands pursuant to the DGCL and received by the Company and (B) the opportunity and right to participate in all negotiations and proceedings with respect to demands made pursuant to Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (iix) the number of designated shares of Preferred Stock in each series or class thereof after giving effect make any payment to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All holder of such outstanding shares areDissenting Shares with respect to any such demand, (y) offer to settle or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued settle any such demand or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the respective terms DGCL. (vi) Each share of Company Common Stock that is owned by the Company as treasury stock or by any of its Wholly Owned Subsidiaries (the “Treasury Shares”) immediately prior to the Effective Time shall be automatically cancelled and extinguished without payment of any consideration therefor and without any further action on the part of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were Company or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stocksuch Subsidiary. (b) Schedule 6(b) hereto correctly and completely lists If prior to the number and purpose for which such shares of Effective Time, Parent or the Company's , as the case may be, should split, subdivide, consolidate, combine or otherwise reclassify the Parent Common Stock are reserved for issuance by or the Company. (c) Except as referred to in Section 4.2(b)Company Common Stock, there are no outstanding options, warrants, subscriptions, rights, convertible securities or pay a stock dividend or other agreements stock distribution in Parent Common Stock or plans under which Company Common Stock, as applicable, or otherwise change the Parent Common Stock or Company may become obligated to issue, sell or transfer shares of its capital stock or Common Stock into any other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained , or make any other such stock dividend or distribution in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of Parent or the CompanyCompany in respect of the Parent Common Stock or the Company Common Stock, respectively, then any number or amount contained herein which (in either case) is based upon the price of the Parent Common Stock or the number of shares of Company Common Stock or Parent Common Stock, as the case may be, will be outstanding on the Closing Dateappropriately adjusted to reflect such split, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreementscombination, voting trusts, proxies dividend or other agreements distribution or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretochange. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of Buyer consists of (i) 1,000,000 shares of preferred stock, $0.01 par value per share, of which, as of the Company (Common date of this Agreement, zero shares of Buyer Preferred Stock are outstanding, and Preferred Stock), (ii) the number of designated 20,000,000 shares of Preferred Stock in each series or class thereof after giving effect Buyer Common Stock, of which, 6,776,703 shares were issued and outstanding as of the close of business on the Business Day immediately prior to the Series 2 Certificate date of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofthis Agreement. All of such The outstanding shares are, or on the Closing Date will be, of Buyer Common Stock have been duly authorized, authorized and validly issued and outstanding, are fully paid and non-assessableassessable and have not been issued in violation of nor are they subject to preemptive rights of any Buyer shareholder. The shares of the Company's Buyer Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will beto be issued pursuant to this Agreement, when issued in accordance with the respective terms of this Agreement and subject to the Series 1 Certificate receipt of Designations and Series 2 Certificate of Designationsthe Requisite Buyer Shareholder Approval, will be duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations assessable and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will not be subject to preemptive rights when and will be issued in compliance in all material respects with applicable federal or (ii) provide the holders thereof state securities Laws. All shares of Buyer’s capital stock have been issued in compliance in all material respects with any preemptive rights with respect to any issuances of capital stockapplicable federal or state securities Laws. (b) Except (i) any grants or awards properly issued to officers, directors or employees of Buyer or Buyer Bank pursuant to an equity based plan approved by the board of directors of Buyer, or (ii) as otherwise set forth in Buyer Disclosure Schedule 6(b) hereto correctly and completely lists 4.03(b), as of the number and purpose date hereof, there are no outstanding securities of Buyer or any of its Subsidiaries that are convertible into or exchangeable for which such any class of capital stock of Buyer or any of Buyer’s Subsidiaries. As of the close of business on the Business Day immediately prior to the date of this Agreement, no shares of the Company's Buyer Common Stock are or Buyer preferred stock were reserved for issuance, except for 323,042 shares of Buyer Common Stock available in connection with future grants of stock options, restricted stock and other equity-based awards, in each case reserved for issuance by pursuant to the Companycompensatory equity plans of Buyer. (c) Except as referred set forth in this Section 4.03(c), as of the close of business on the Business Day immediately prior to in Section 4.2(b)the date of this Agreement, there are no outstanding shares of capital stock of any class of Buyer, or any options, warrants, subscriptions, warrants or other similar rights, convertible securities or other agreements exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments or plans under understandings, in each case, to which the Company may become obligated to issue, sell Buyer or transfer shares any of its Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities. securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (dwhether upon conversion, exchange or otherwise) Except as set forth on Schedule 6(c) hereto and except for or sell any shares of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries. As of the registration rights contained in the Registration Rights date of this Agreement, there are and will be no outstanding registration rights with respect obligations, contingent or otherwise, of Buyer or any of Buyer’s Subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or capital stock of the Company, which any of Buyer’s Subsidiaries or any other securities of Buyer or any of Buyer’s Subsidiaries or to provide funds to or make any investment (in either casethe form of a loan, capital contribution or otherwise) will be outstanding on the Closing Date, or in any capital stock referred to in Section 4.2(b) or 4.2(c). (e) such Subsidiary. There are no voting agreements, voting trusts, proxies arrangements or other agreements or understandings with respect to the voting of any Buyer’s capital stock to which Buyer or any of its Subsidiaries is a party and to the Knowledge of Buyer as of the Company date hereof, no such agreements between any Persons exist. Neither Buyer nor any of which the Company is a partyits Subsidiaries has any outstanding bonds, except as provided hereindebentures, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections notes or other adjustment provisions in existence obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with respect to the shareholders of Buyer or such Subsidiary on any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c)matter. (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists of 75,000,000 Shares and 5,000,000 shares of preferred stock, no par value per share (Common Stock and the “Company Preferred Stock”). As of the close of business on March 25, 2011, (i) 46,638,421 Shares (excluding treasury shares) were issued and outstanding, (ii) no Shares were held by the number of designated shares of Preferred Stock Company in each series or class thereof after giving effect to the Series 2 Certificate of Designations and its treasury, (iii) on February 29no shares of Company Preferred Stock were issued and outstanding and no shares of Company Preferred Stock were held by the Company in its treasury, 2000(iv) 7,041,775 Shares were reserved for issuance pursuant to Company Stock Plans (of which 3,146,940 Shares were subject to outstanding Company Stock Options, after giving effect (v) 2,640,000 Shares were reserved for issuance pursuant to the issuance Warrant and (vi) 423 shares were subject to purchase pursuant to the ESPP. There is no Offering Period under the ESPP ongoing as of Shares contemplated by the Stock Purchase Agreements, date of the number of shares outstanding in each series or class thereofOriginal Agreement. All of such the outstanding shares of capital stock of the Company are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid all shares reserved for issuance as noted in clauses (iv) and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock (v) above will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsthereof, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to any preemptive rights. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Company or such Subsidiary on any matter. Except as provided set forth above in this Section 4.2(a) and except for changes since March 25, 2011 resulting from the Series 2 Certificate exercise of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Company Stock are reserved for issuance by the Company. (c) Except as referred to Options described in Section 4.2(b)4.2(c) or as expressly permitted by Section 6.1, there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer (A) shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock voting securities or equity interests of the Company, which (in either caseB) will be outstanding on securities of the Closing Date, Company or any capital stock referred to in Section 4.2(b) of its Subsidiaries convertible into or 4.2(c). (e) There are no voting agreements, voting trusts, proxies exchangeable or other agreements or understandings with respect to the voting exercisable for shares of any capital stock of the Company or other voting securities or equity interests of which the Company is a partyor any of its Subsidiaries, except as provided herein(C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the Series 2 Certificate ownership or earnings of Designations and the Series 1 Certificate Company or any of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections its Subsidiaries or other adjustment provisions in existence with respect equity equivalent or equity-based award or right, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock of the Company or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock referred or other voting securities or equity interests of the Company or any of its Subsidiaries or rights or interests described in clause (C), or (E) obligations of the Company or any of its Subsidiaries to in Section 4.2(b) repurchase, redeem or 4.2(c)otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. (gb) The Series 2 Certificate No shares of Designations has been duly adopted by capital stock of the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge are owned by any Subsidiary of the Company. All the outstanding shares of capital stock or other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, those persons who ownare fully paid, nonassessable and not subject to any preemptive rights. All of the shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, more than 5% by the Company, free and clear of all pledges, claims, liens, charges, options, rights of first refusal, encumbrances and security interests of any kind or nature whatsoever (calculated in accordance including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”). There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or on file with Rule 13d-3 the Company with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other equity interest of the Securities Exchange ActCompany or any of its Subsidiaries (except for the withholding of shares in connection with Taxes payable in respect of the exercise of Company Stock Options and the issuance of Shares in connection with the vesting of restricted stock units, performance stock units, restricted stock unit rights or other awards granted under the Company Plans). (c) Section 4.2(c) of the Company's Company Disclosure Letter sets forth a true and complete list of all holders, as of March 25, 2011, of outstanding Common Company Stock Options or other rights to purchase or receive Shares or similar rights granted under the Company Stock Plans or otherwise (collectively, “Company Stock Awards”), indicating as applicable, with respect to each Company Stock Award then outstanding, the type of award granted, the number of Shares subject to such Company Stock Award, the name of the plan under which such Company Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule) and expiration thereof, and whether (and to what extent) the vesting of such Company Stock Award will be accelerated or otherwise adjusted in any way or any other terms will be triggered or otherwise adjusted in any way by the consummation of the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the Merger. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies and the exercise price of each other Company Stock Option is no less than the fair market value of a Share as determined on the date of grant of such Company Stock Option, and no Company Stock Option is subject to Section 409A of the Code. No Company Stock Options that are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical outstanding have been granted other than pursuant to the Company Stock Plans. The Company has made available to Parent true and complete copies of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. all Company Stock Plans and (vii) ▇▇▇ Children Irrevocable Trustthe forms of all stock option agreements evidencing outstanding Company Stock Options.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The total authorized capital stock of the ------------- Company presently consists of (i) 25,000,000 shares of Common Stock and Preferred Stock, $.01 par value per share (the "Common Stock"), (ii) the number of designated which 8,500,000 shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstanding, all of which have been duly authorized and are validly issued, fully paid and non-assessablenonassessable, and (ii) 5,000,000 shares of Preferred Stock, $.01 par value per share (the "Preferred Stock"), of which 1,300,000 shares have been designated Series A Preferred Stock. No shares of the Preferred Stock are presently issued and outstanding. The Shares when issued pursuant to this Agreement will be duly authorized, fully paid and nonassessable. Except for the conversion provisions of the Preferred Stock and as set forth on Schedule 2.2 hereto, there are no outstanding warrants, options or ------------ other rights to purchase or acquire, or exchangeable for or convertible into, any shares of Common Stock. There are no preemptive rights with respect to the issuance or sale by the Company of the Shares. Except as provided in this Agreement, there are no restrictions on the transfer or voting of any shares of the Common Stock. Other than as set forth in this Agreement and on Schedule 2.2 ------------ hereto, there are no existing rights with respect to registration under the Securities Act, of any of the Company's Common Stock issuable upon conversion or Preferred Stock. No shares of Common Stock or Preferred Stock that have been issued were issued in violation of the Series 1 Preferred and Series 2 Convertible Preferred Stock will bepreemptive rights of any person. Except as reflected on Schedule 2.4 hereto, when issued the issuance of the Shares in accordance with the respective terms ------------ provisions of this Agreement has been duly authorized by all necessary corporate action before the Closing, and the Shares when issued and sold to the Investors and upon payment in full of the Series 1 Certificate of Designations Purchase Price as provided herein, will be duly authorized and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designationsnonassessable, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly evidenced by certificates duly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance validly authorized by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock constitute valid and legally binding obligations of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated enforceable against it in accordance with Rule 13d-3 the terms of issuance, subject to the Securities Exchange Act) effect of equitable principals and applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company enforcement of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustcreditors' rights.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series Series or class thereof Class after giving effect to the Series 2 Certificate of Designations and (iii) on February 29January 31, 20001999, after giving effect to the issuance of Shares contemplated by the Stock and Warrant Purchase Agreements, the number of shares outstanding in each series Series or class thereofClass. Other than the conversion of certain shares of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock, there have been no material issuances of shares since January 31, 1999. All of such outstanding shares are, or on the such Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 D Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of DesignationsD Convertible Preferred Stock, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the each Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the such Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Stockholders' Agreement and the Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoDesignations. (f) Except as set forth in Schedule 6(e) hereto, there There are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c)) or in the last sentence of Section 4.3(b) below. (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) The Warrant Certificates have been duly adopted by the Company, and the Warrants will have all of the rights and privileges set forth in the Warrant Certificates. (i) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset ManagementManagement Inc., Inc. and (vii) Kingdon Capital Management Corporation, ▇. ▇▇▇▇▇▇▇ Children Irrevocable Trust.Offshore N.V.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists of (Common Stock i) 28,000,000 common shares and Preferred Stock), (ii) 14,000,000 preferred shares. At the number close of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or business on the Closing Date will bedate hereof, duly authorized, validly (x) 11,994,374 common shares are issued and outstanding, (y) no preferred shares are issued and outstanding and (z) 113,000 common shares are subject to issuance upon exercise of outstanding Options granted pursuant to the terms of the Stock Plans. All issued and outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and non-assessablenonassessable, and are not subject to any preemptive rights. The All outstanding Shares have been issued or repurchased (in the case of Shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws. Except as set forth in this Section 3.3, at the close of business on the date hereof, no shares of capital stock or other equity securities of the Company were issued, reserved for issuance or outstanding. Except as described in this Section 3.3 and as set forth on Section 3.3(c) of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company's Common Stock issuable upon conversion common stock of the Series 1 Preferred and Series 2 Convertible Preferred Stock will beCompany or obligating the Company to grant, when issued in accordance with extend, change the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsprice of, duly authorizedotherwise amend or enter into any such option, validly issuedwarrant, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designationscall, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were right, commitment or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stockagreement. (b) Schedule 6(bSection 3.3(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all Stock are reserved for issuance by Plans. The Company has made available to Parent complete and accurate copies of all the CompanyStock Plans and the forms of all award agreements evidencing outstanding the Options. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act3.3(c) of the Company's Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all outstanding Common equity-based awards, whether payable in stock, cash or other property or any combination of the foregoing granted under any of the Stock are Plans or otherwise. With respect to each outstanding Option, Section 3.3(c) of the Disclosure Schedule includes the name of the holder of such Option, the number of Shares issuable upon the exercise of such Option, the exercise price of such Option (and whether such Option is subject to Section 409A of the Code), and whether such Option is intended to qualify as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company an incentive stock option as defined in Section 422 of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustthe Code.

Capital Stock. (a) Section 5.7 of the Disclosure Schedule 6(a) hereto correctly and completely lists (i) sets forth the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in of each series or class thereof. All (and, if applicable, each series) of such outstanding shares are, or on the Closing Date will be, duly authorized, validly capital stock that are issued and outstanding, fully paid outstanding as of the date hereof (collectively referred to herein as the "Shares") and non-assessablethe owner thereof as of the date hereof. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when Shares were issued in accordance with the respective terms Company's articles of incorporation and bylaws in effect at such time and are owned beneficially and of record by the shareholders, free and clear of all Liens (other than Liens set forth in the Company's articles of incorporation or arising pursuant to applicable Law), and constitute the only issued and outstanding capital stock of the Series 1 Certificate Company. Upon the Effective Time, Purchaser will be the sole record and beneficial holder of Designations all issued and Series 2 Certificate outstanding capital stock of Designationsthe Company and all rights to acquire or receive any shares of the capital stock of the Company, whether or not such shares of capital stock are outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized, authorized and are validly issued, fully paid and non-assessablenonassessable and free of preemptive (or similar) rights (other than as set forth in the Company's articles of incorporation or the Terminated Agreements). Except as provided set forth in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none Section 5.7 of the Disclosure Schedule, the Company does not have any other capital stock, equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants, plans or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by the Company. All options and warrants set forth in Section 5.7 of the Disclosure Schedule were duly authorized and validly issued in accordance with the Company's organizational documents, agreements and plans, and were issued in compliance with Section 4.09A of the Code. There are no declared or accrued but unpaid dividends with respect to any shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares . Except as set forth in Section 5.7 of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)Disclosure Schedule, there are no outstanding optionsrights, subscriptions, warrants, subscriptionsoptions, rightsagreements, convertible or exchangeable securities or other agreements or plans under commitments (other than this Agreement) pursuant to which the Company may become obligated to issue, sell sell, purchase or transfer redeem any shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock securities of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) any kind. Except as set forth in Schedule 6(e) heretoSection 5.7 of the Disclosure Schedule, there are no antineither the Company nor the Subsidiary is a party to any shareholders' agreement, stock purchase agreement, voting trust agreement, registration rights agreement, preemptive rights agreement, phantom stock agreement, stock appreciation rights agreement, incentive plan, bonus plan, stock option plan, stock option agreement, warrant agreement, stock-dilution protections based plan or any like agreement or plan relating to the equity securities of the Company or the Subsidiary, or any other adjustment provisions in existence contract relating to disposition, voting or dividends with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate the Subsidiary. Effective as of Designations has been duly adopted by the Company and is fully effective as an amendment to Closing Date, the Company's certificate of incorporation. The Shares have all of obligations and liabilities under the rights, priorities Special Compensation Plan shall be terminated and terms set forth in assumed by the Series 2 Certificate of Designations. The Series 1 Preferred have all of SCP Entity and following the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of Closing neither the Company, those persons who ownthe Subsidiary, directly the Purchaser nor the Parent shall have any liability or indirectlyobligation to any employee or Person based upon, more than 5% (calculated in accordance with Rule 13d-3 relating to or arising out of the Securities Exchange Act) Special Compensation Plan. The Company has made available to Purchaser true and complete copies of all plan documents which set forth the terms and conditions of the Special Compensation Plan and all documentation relating to the termination of the Company's obligations and liabilities under such plan and the assignment to and assumption by the SCP Entity of all obligations and liabilities under the Special Compensation Plan, all of which documentation is set forth in Section 5.7 of the Disclosure Schedule. Neither the Company nor the Subsidiary has any obligations or liabilities with respect to Bonus Awards. All option plans, incentive plans, option agreements, warrant agreements, and all other grants, rights or awards relating to the capital stock of the Company and the Subsidiary, and all options, warrants, rights and awards issued and outstanding Common Stock thereunder which are not exercised prior to the Effective Time, shall automatically terminate and cease to exist in accordance with the terms of such plans and agreements upon consummation of the Merger. Except as follows: set forth in Section 5.7 of the Disclosure Schedule or in the Company's articles of incorporation, there are no agreements or other obligations (icontingent or otherwise) ▇▇▇▇▇▇▇ ▇▇▇▇▇which require the Company to repurchase, redeem or otherwise acquire any shares of the Company's capital stock or other equity securities, to vote or to dispose of any shares of the capital stock of the Company or the Subsidiary or to provide funds to or make any investment (iiin the form of a loan, capital contribution or otherwise) Chemical Company in any other Person. Except for the Special Compensation Plan, for which the Company's obligations and liabilities shall be terminated and all liability and obligations thereunder assumed by the SCP Entity effective as of Malaysiathe Closing Date, (iii) Chiin Hsiao Children Irrevocable Trustall agreements, (iv) ▇▇▇▇▇ ▇▇▇plans and obligations set forth in Section 5.07 of the Disclosure Schedule shall terminate on or before the Closing Date, (v) Kingdom Capital Management Corporationand be of no further force or effect and have no outstanding or continuing obligations, (vi) Shushen (▇▇▇▇) Hsiaofrom and after the Closing Date, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustexcept for the payment of the Merger Consideration in accordance with this Agreement.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company (consists solely of 2,000,000 shares of Company Common Stock, of which 861,141 shares of Company Common Stock were issued and Preferred Stockoutstanding as of immediately prior to the Closing (the “Shares”). Schedule 3.5(a) of the Disclosure Schedules sets forth a true and correct list of, as of the date hereof, and as of immediately prior to the Effective Time, the name and the current address (iior the last known address to the Company) of each holder of the Shares and the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofheld thereby. All of such outstanding shares are, or on the Closing Date will be, Shares have been duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, are validly issued, fully paid and non-assessablenonassessable and have been offered, issued, sold and delivered in compliance in all material respects with the Company’s Organizational Documents. Except as provided All Shares are owned of record and beneficially by the Persons listed on Schedule 3.5(a) of the Disclosure Schedules and in the Series 2 Certificate of Designations amounts indicated thereon. The relative rights, preferences and other provisions relating to the Series 1 Certificate of Designations, none capital stock of the Company are as set forth in the Company Charter. No shares of the Company's ’s capital stock which will be outstanding at are held as treasury stock or owned by the Closing (i) were Company. Neither the Company nor any management employees have received any oral or will be subject written communications or other notices of any other claims to preemptive rights when issued ownership of Shares or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stockother equity interests other than as set forth on Schedule 3.5(a). (b) Schedule 6(b) hereto correctly The Shares constitute all of the issued and completely lists the number and purpose for which such shares outstanding capital stock of the Company's Common Stock are reserved . Except for issuance by the Company. (cShares or as set forth on Schedule 3.5(b) Except as referred to in Section 4.2(b)of the Disclosure Schedules, there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer (i) shares of its capital stock or other securities. equity interests or voting securities of the Company, (dii) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any securities convertible or exchangeable into capital stock of the Company, which (in either caseiii) will be outstanding on the Closing Dateoptions, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of Contracts that require the Company of which the Company is a partyto issue, except as provided hereinsell, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) heretoor otherwise cause to become outstanding or to acquire, there are no anti-dilution protections repurchase or other adjustment provisions in existence with respect to any redeem capital stock of the Company or any capital (iv) stock referred to in Section 4.2(b) appreciation, phantom stock, profit participation, or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment similar rights with respect to the Company's certificate . There are no declared but unpaid dividends or distributions on the Shares. Immediately following the payment of incorporation. The Shares have all each dividend or other distribution on the Shares, or any dividends or other distributions on any securities of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge any Subsidiary of the Company, those persons who ownwhich have been authorized or declared since January 1, directly or indirectly2014, more each Acquired Company (A) was able to pay its debts as they became due and owned property which had a fair saleable value greater than 5% the amounts required to pay its debts (calculated in accordance with Rule 13d-3 including a reasonable estimate of the Securities Exchange Actamount of all contingent liabilities) and (B) had adequate capital to carry on its business. Each of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustprior dividends or other distributions described in the immediately preceding sentence was duly authorized.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) On the date hereof, the authorized capital stock of the Company (Corporation consists solely of 50,000,000 shares of Corporation Common Stock. As of the date hereof, of the 50,000,000 shares of Corporation Common Stock and Preferred Stock)authorized, (iii) the number of designated 11,289,621 shares of Preferred Common Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstanding, fully paid and non-assessable(ii) 119,000 shares are reserved for issuance pursuant to outstanding Options and warrants and existing employee stock option plans. The As of the Closing Date, the Corporation shall have 11,583,621 shares of the Company's Corporation Common Stock issuable upon conversion and no Options, warrants or other securities, Contracts or agreements to purchase shares of Corporation Common Stock (other than as provided herein) issued and outstanding. As of the Series 1 Preferred date hereof, there are no (and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms as of the Series 1 Certificate Closing Date, there will be no) authorized and/or outstanding shares of Designations preferred stock. As of the date hereof, the only securities convertible, exchangeable or exercisable into shares of Corporation Common Stock, including outstanding Options and Series 2 Certificate warrants, are as described in detail on Schedule 3.8, which schedule includes the number and exercise prices of Designationssuch convertible securities. On the date hereof and immediately following the Closing, each share of capital stock of the Corporation that is issued and outstanding will be duly authorized, validly issued, fully paid and non-assessablenonassessable and will not be subject to nor issued in violation of, any preemptive rights, and none of the securities of the Corporation were issued in violation of the Securities Act, any state "blue sky" law or any other applicable securities laws. Except as provided in set forth on Schedule 3.8 or as contemplated by this Agreement, at the Series 2 Certificate of Designations date hereof there are, and immediately following the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which Closing there will be outstanding at the Closing (ia) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding optionsor authorized Options, warrants, agreements, conversion rights, preemptive rights, other rights, subscriptions, rightsclaims of any character, obligations, convertible securities or exchangeable securities, or other agreements commitments, contingent or plans under otherwise, relating to shares of capital stock of the Corporation or any of its Subsidiaries or pursuant to which the Company Corporation or any of its Subsidiaries is or may become obligated to issue, sell or transfer issue shares of its capital stock or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, purchase or acquire, any shares of the capital stock of the Corporation or any of its Subsidiaries, (b) no restrictions upon the dividends, voting or, except as required by the Securities Act and state "blue sky" laws, the transfer of any shares of capital stock of the Corporation pursuant to its Charter, Bylaws or other securities. governing documents or any agreement or other instruments to which it is a party or by which it is bound, and (dc) no shares of Corporation Common Stock are held by the Corporation in its treasury. Neither the Corporation nor any of its Subsidiaries has authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible or exercisable for or exchangeable into securities the holders of which have the right to vote) with the stockholders of such Person on any matter. Except as contemplated by this Agreement or as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto3.8, there are no anti-dilution protections outstanding contractual obligations of the Corporation or other adjustment provisions in existence with respect any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Corporation Common Stock or the capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c)of its Subsidiaries. (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists The authorized share capital of the Company is $500,000, consisting of (i) 490,000,000 Ordinary Shares and (ii) 10,000,000 Preference Shares. As of 6:00 p.m., New York City time, on April 30, 2020 (such time and date, the authorized capital stock of the Company (Common Stock and Preferred Stock“Capitalization Date”), (iiA) 214,525,624 Ordinary Shares were in issue and outstanding; (B) no Preference Shares were in issue and outstanding; and (C) 24,450,859 Ordinary Shares were held by the number Company as treasury shares. All issued Ordinary Shares are validly issued, fully paid, nonassessable and free of designated shares any preemptive rights and were issued in compliance with all applicable securities Laws. From the close of Preferred Stock business on the Capitalization Date to the date of this Agreement, the Company has not issued or granted any Company Securities, other than pursuant to the exercise of Company Options or the vesting and settlement of Company RSUs or Company PSUs, in each series or class thereof after giving effect case, which were granted prior to the Series 2 Certificate date of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessablethis Agreement. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock Conversion Shares will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsissued, duly authorized, validly issued, fully paid paid, nonassessable and non-assessable. Except as provided in the Series 2 Certificate free of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to any preemptive rights and in compliance with all applicable securities Laws. The Conversion Shares, if and when issued or (ii) provide issued, will have the terms and conditions and entitle the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of rights attaching to the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except Ordinary Shares as set forth in Schedule 6(e) heretothe Bye-laws, there free and clear of any Liens (other than transfer restrictions under applicable securities laws and restrictions under the Investor Rights Agreement). There are no anti-dilution protections or other adjustment provisions a sufficient number of Ordinary Shares comprised in existence with respect to any the authorized share capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate permit the issue of Designations has been duly adopted by the Company and is fully effective as an amendment to Conversion Shares issuable upon conversion of the Company's certificate of incorporationNotes. The Notes Issuer Preference Shares have all issuable upon conversion of the rightsNotes (and to be simultaneously with such conversion exchanged into the Conversion Shares) will be, priorities when issued, duly authorized, validly issued, fully paid, nonassessable and terms set forth free of any preemptive rights and in compliance with all applicable securities Laws. The Notes Issuer Preference Shares, if and when issued, will be free and clear of any Liens (other than transfer restrictions under applicable securities laws). There are a sufficient number of Notes Issuer Preference Shares comprised in the Series 2 Certificate of Designations. The Series 1 Preferred have all authorized share capital of the rights, priorities and terms set forth in Notes Issuer to permit the Series 1 Certificate of Designations. (h) To the knowledge issue of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 Notes Issuer Preference Shares issuable upon conversion of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable TrustNotes.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations Amendment and (iii) on February 29, 2000the Closing Date, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofclass. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 A Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of DesignationsA Convertible Preferred Stock, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of DesignationsAmendment, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(bSchedule 6(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth disclosed on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights AgreementExhibit B hereto, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There Except as disclosed on Exhibit B hereto, there are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoCompany. (f) Except as set forth in Schedule 6(e) disclosed on Exhibit B hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations Amendment has been duly adopted by the Company and is Company's Board of Directors and, when filed with the Secretary of State of the State of New York, will be fully effective as an amendment to the Company's certificate of incorporation. The Upon filing of the Certificate of Amendment with the Secretary of State of New York, the Shares will have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of DesignationsAmendment. (h) To the knowledge of the Company, those persons Those Persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management▇. ▇▇▇▇-▇▇▇▇▇▇▇▇, Inc. and (vii) ▇▇▇▇▇▇▇▇ Children Irrevocable Trust.▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Chemical and Energy Operations, Inc.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) On the Closing Date, the authorized capital stock stock, and the outstanding capital stock, of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock will consist in each series or class thereof after giving effect to case solely of the Series 2 Certificate of Designations and (iiishares set forth on Schedule 4.2(a) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofattached hereto. All of such the outstanding shares are, or on the Closing Date will be, have been duly authorized, validly issued authorized and outstanding, are fully paid and non-assessable. The shares An accurate list of the Company's Common Stock issuable upon conversion shareholders and their holdings is set forth on Schedule 4.2(b) attached hereto. Except for the holders of the Series 1 Preferred and Series 2 A Convertible Preferred Stock will be(as defined herein) and the holders of Series B Convertible Preferred Stock (as defined herein), no person or entity is entitled to preemptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.2(c) attached hereto, there are no outstanding warrants, options or other agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by it, and the Company is not obligated to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by it. Except as listed on Schedule 4.2(c) attached hereto, the Company does not know of any voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among any of the security holders of the Company relating to the securities held by them. The voting rights, designations, preferences, limitations and special rights of the Shares, when issued issued, shall be as fully set forth in accordance with the respective terms of Amended Articles and the Series 1 Certificate of Designations Statement. When issued, delivered and Series 2 Certificate of Designationspaid for pursuant to this Agreement, duly authorized, the Shares will be validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists ------------- only of 100,000,000 Class A Shares without par value (Common Stock the "Company Class A --------------- Shares") and Preferred Stock50,000,000 Class B Shares without par value (the "Company Class B ------- --------------- Shares"; the Company Class A Shares and the Company Class B Shares collectively ------- referred to herein as the "Company Shares"), (ii) of which 9,307,500 Company Class A -------------- Shares and 60,000 Company Class B Shares are issued and outstanding as of the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofdate hereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, outstanding Company Shares are validly issued, fully paid and non-assessablenonassessable, and have been issued in compliance with all applicable federal, provincial and foreign securities Laws. Except No Company Shares are held as treasury stock. Section 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Company Shares provided in to the Series 2 Certificate of Designations Company by such holder and the Series 1 Certificate number of Designations, none of Company Shares held by each such holder. With respect to any Company Shares that have been issued subject to a repurchase option on the shares part of the Company's capital stock , Section 2.3 of the Disclosure Schedule sets forth the holder thereof, the number and type of securities covered thereby, and the vesting schedule thereof (including a description of the circumstances under which will be outstanding at the Closing (i) were such vesting schedule can or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances accelerated). Other than 342,500 Company Class B Shares reserved for issuance upon exercise of capital stock. (b) Schedule 6(b) hereto correctly outstanding Company Options and completely lists the number and purpose for which such shares except as set forth in Section 2.3 of the Company's Common Stock Disclosure Schedule, as of the date hereof no Company Shares are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), and there are no outstanding other options, warrants, subscriptionscalls, rights, convertible securities commitments or other agreements of any character (whether created by statute, the articles of incorporation or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock by-laws of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred agreement or otherwise) to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a partyparty or by which it is bound obligating the Company to issue, except as provided hereindeliver, in the Series 2 Certificate sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any capital stock referred such option, warrant, call, right, commitment or agreement. With respect to each Company Option, Section 2.3 of the Disclosure Schedule sets forth the holder thereof, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). Except as set forth in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate 2.3 of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have Disclosure Schedule, all of the rightsCompany Options were issued in compliance with all applicable federal, priorities provincial and terms foreign securities Laws. Except as set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all Section 2.3 of the rightsDisclosure Schedule, priorities and terms none of the Company Options will vest on an accelerated basis in connection with the Acquisition or any subsequent termination of the holder's employment or service. Except as set forth in the Series 1 Certificate of Designations. (h) To the knowledge Section 2.3 of the CompanyDisclosure Schedule, those persons who ownthe Company is not a party or subject to any agreement or understanding, directly and there is no agreement, arrangement or indirectlyunderstanding between or among any Persons which affects, more than 5% (calculated in accordance restricts or relates to voting, giving of written consents, dividend rights or transferability of shares with Rule 13d-3 of respect to the Securities Exchange Act) Company Shares, including without limitation any voting trust agreement or proxy. The terms of the Company's outstanding Stock Option Plan and the applicable stock option agreements permit the assumption or substitution of options or warrants, as applicable, to purchase Parent Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, the Company's shareholders, or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Company's Stock Option Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇no agreements to amend, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustmodify or supplement such agreements or instruments in any case from the form provided to Parent.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists of (i) 500,000,000 shares of Company Common Stock Stock, of which 462,028,831 shares are issued and Preferred Stock)outstanding, (ii) the number of designated 80,000,000 shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate non-voting common stock, no par value, none of Designations which are issued and outstanding and (iii) on February 293,000,000 shares of preferred stock, 2000no par value, after giving effect to the issuance none of Shares contemplated which are issued and outstanding. There are no shares of Company Common Stock held by the Stock Purchase Agreements, the number any of shares outstanding in each series or class thereofCompany’s Subsidiaries. All of such The outstanding shares are, or on the Closing Date will be, of Company Common Stock are duly authorized, authorized and validly issued and outstanding, fully paid and non-assessableassessable and have not been issued in violation of nor are they subject to preemptive rights of any Company shareholder. The All shares of the Company's ’s capital stock issued since January 1, 2010, have been issued in compliance with and not in violation of any applicable federal or state securities Laws. (b) There are 4,500 outstanding Company Stock Options. Disclosure Schedule Section 3.03(b) sets forth for each grant or award of Company Stock Options, or other equity awards outstanding (i) the name of the grantee, (ii) date of the grant, (iii) expiration date, (iv) the vesting schedule, (v) exercise price, (vi) number of shares of Company Common Stock, or any other security of the Company, subject to such award, and (vii) the number of shares subject to such award that are exercisable or have vested as of the date of this Agreement. All shares of Company Common Stock issuable upon conversion exercise of Company Stock Options, upon their issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and will not be issued in violation of preemptive rights or any Law. Each Company Stock Option complies with or is exempt from Section 409A of the Series 1 Preferred Code, was properly accounted for on the books and Series 2 Convertible Preferred records of Company and qualifies for the tax and accounting treatment afforded thereto in Company’s Tax Returns and financial statements, respectively. Except for the Rights that have been issued pursuant to the Tax Benefits Preservation Plan, dated as of July 11, 2014, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Tax Preservation Agreement”), there are no outstanding shares of capital stock of any class, or any options, warrants or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments or understandings to which Company or any of its Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Company or any of Company’s Subsidiaries or obligating Company or any of Company’s Subsidiaries to issue (whether upon conversion, exchange or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Company or any of Company’s Subsidiaries other than those listed in Disclosure Schedule Section 3.03(b). Except as set forth in Disclosure Schedule Section 3.03(b), there are no obligations, contingent or otherwise, of Company or any of Company’s Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock will beor capital stock of any of Company’s Subsidiaries or any other securities of Company or any of Company’s Subsidiaries or to provide funds to or make any investment (in the form of a loan, when issued capital contribution or otherwise) in accordance any such Subsidiary or any other entity. Except as set forth in Disclosure Schedule Section 3.03(b), there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act. Other than the Voting Agreements, there are no agreements, arrangements or other understandings with respect to the respective terms voting of Company’s capital stock. As of the Series 1 Certificate close of Designations and Series 2 Certificate business on the day that is one (1) Business Day before the Effective Time, there will be no Company Stock Options outstanding or other commitments of Designations, any kind obligating Company to issue any shares of Company Common Stock. (c) All of the outstanding shares of capital stock of each of Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations nonassessable and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be not subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly rights, and completely lists the number and purpose for which all such shares are owned by Company or another Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, ’s voting rights, convertible securities charges or other agreements or plans under which the Company may become obligated to issueencumbrances of any nature whatsoever, sell or transfer shares of its capital stock or other securities. (d) Except except as set forth on in Disclosure Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c3.03(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) . Except as set forth in Disclosure Schedule 6(e) heretoSection 3.03(c), there are no anti-dilution protections neither Company nor any of its Subsidiaries has any trust preferred securities or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c)similar securities outstanding. (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) As of the date hereof, the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number consists solely of designated 50,000,000 shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate Company Common Stock, of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of which 5,389,022 shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstanding, fully paid no shares are held in the treasury of the Company and non-assessable. The 534,500 shares are reserved for issuance pursuant to outstanding Options granted under the Company's Plan, 97,000 shares are reserved for issuance pursuant to outstanding warrants and 157,500 shares are reserved for issuance in connection with the acquisition of the minority interests of certain of the Company's Subsidiaries. Except for shares of Company Common Stock issuable issued upon conversion exercise of outstanding Options granted pursuant to the Company's Plan, the outstanding warrants, the acquisition of certain minority interests of the Series 1 Preferred Company's Subsidiaries and Series 2 Convertible Preferred except as contemplated by Section 6.1(a), there has not been, and as of the Closing Date there will not have been, any change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury or reserved for issuance since the date hereof. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance will be, when issued upon issuance in accordance with the respective terms of specified in the Series 1 Certificate of Designations and Series 2 Certificate of Designationsinstruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessablenonassessable. Except as provided described in this Section 4.4 and pursuant to this Agreement, there are no outstanding Options obligating the Series 2 Certificate Company or any of Designations and the Series 1 Certificate its Subsidiaries to issue or sell any shares of Designations, none capital stock of the shares of the Company's capital stock which will be outstanding at the Closing (i) were Company or will be subject to preemptive rights when issued grant, extend or (ii) provide the holders thereof with enter into any preemptive rights Option with respect to any issuances of capital stockthereto. (b) Schedule 6(b) hereto correctly and completely lists All of the number and purpose for which such outstanding shares of capital stock of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and are owned, beneficially and of record, by the Company's Common Stock , free and clear of any Liens. There are reserved for issuance no (i) outstanding Options obligating the Company or any of its Significant Subsidiaries to issue or sell any shares of capital stock of any Significant Subsidiary of the Company or to grant, extend or enter into any such Option or (ii) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than the Company or a Significant Subsidiary, wholly owned directly or Page 35 of 106 indirectly, by the Company with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Significant Subsidiary of the Company. (c) Except as referred to in Section 4.2(b), there There are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock contractual obligations of the Company or any Significant Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by any Significant Subsidiary of the Company and is fully effective as an amendment or to provide funds to, or make any investment (in the Company's certificate form of incorporation. The Shares have all a loan, capital contribution or otherwise) in, any Significant Subsidiary of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of DesignationsCompany or any other Person. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of Buyer consists of (i) 5,000,000 shares of preferred stock, $0.01 par value per share, of which, as of the Company date of this Agreement, (Common Stock and Y) 5,700 shares have been designated as Senior Non-Cumulative Perpetual Preferred Stock, Series A (“Buyer Series A Preferred Stock”), of which none are outstanding and (Z) no other shares of preferred stock were outstanding, and (ii) the number of designated 50,000,000 shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate Buyer Common Stock, of Designations which, as of March 18, 2016, 5,265,950 shares were issued and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofoutstanding. All of such The outstanding shares are, or on the Closing Date will be, of Buyer Common Stock have been duly authorized, authorized and validly issued and outstanding, are fully paid and non-assessableassessable and have not been issued in violation of nor are they subject to preemptive rights of any Buyer shareholder. The shares of the Company's Buyer Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will beto be issued pursuant to this Agreement, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsthis Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations assessable and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will not be subject to preemptive rights when and will be issued in compliance with and not in violation of applicable federal or (ii) provide the holders thereof state securities Laws. All shares of Buyer’s capital stock have been issued in compliance with and not in violation of any preemptive rights with respect to any issuances of capital stockapplicable federal or state securities Laws. (b) Except (i) for any grants or awards properly issued to officers, directors or employees of Buyer or Buyer Bank pursuant to an equity based plan approved by the board of directors of Buyer or (ii) as otherwise set forth in Buyer Disclosure Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares 4.03(b), as of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)date hereof, there are no outstanding securities of Buyer or any of its Subsidiaries that are convertible into or exchangeable for any class of capital stock of Buyer or any of Buyer’s Subsidiaries. The Capitalization Table set forth on Buyer Disclosure Schedule 4.03(b) sets forth a true, correct and complete list of all options, warrantswarrants and other exercisable securities as of the date of this Agreement, subscriptionsand the exercise price thereof and the number and type of securities issuable thereunder. Except (I) as set forth in Section 4.03(a), (II) for any grants or awards properly issued to officers, directors or employees of Buyer or Buyer Bank pursuant to an equity based plan approved by the board of directors of Buyer or (III) as otherwise set forth in Buyer Disclosure Schedule 4.03(b), as of the date of this Agreement, there are no outstanding shares of capital stock of any class of Buyer, or any options, warrants or other similar rights, convertible securities or other agreements exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments or plans under understandings, in each case, to which the Company may become obligated to issue, sell Buyer or transfer shares any of its Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities. securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (dwhether upon conversion, exchange or otherwise) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries. There are no obligations, contingent or otherwise, of Buyer or any of Buyer’s subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or capital stock of any of Buyer’s Subsidiaries or any other securities of Buyer or any of Buyer’s Subsidiaries or to provide funds to or make any investment (in the Registration Rights Agreementform of loan, capital contribution or otherwise) in any such Subsidiary. Other than the Buyer Voting Agreements, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies arrangements or other agreements or understandings with respect to the voting of any Buyer’s capital stock to which Buyer or any of its Subsidiaries is a party and to the Knowledge of Buyer as of the Company date hereof, no such agreements between any Persons exist. Other than that certain Purchase Agreement, dated as of which December 2, 2015 and filed as an exhibit to the Company is a partyCompany’s Current Report on Form 8-K that was filed on December 2, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto2015, there are no anti-dilution protections other agreements or other adjustment provisions in existence with respect arrangements under which Buyer is obligated to register the sale of any capital stock of its securities under the Company or any capital stock referred to in Section 4.2(b) or 4.2(c)Securities Act. (gc) The Series 2 Certificate Neither the Buyer nor any of Designations its Subsidiaries has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designationsany trust preferred securities or other similar securities outstanding. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company (consists of 20,000,000 shares of Common Stock (of which 5,143,750 shares are issued and Preferred Stock), (iioutstanding as of the date hereof) the number of designated shares of and 6,666,666 Series A Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate (of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of which no shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstandingoutstanding as of the date hereof) of which 4,000,000 are designated as Series A-1 Preferred, fully paid 1,333,333 are designated as Series A-2 Preferred and non-assessable1,333,333 are designated as Series A-2 Preferred. The shares rights and preferences of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible A Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except are as provided in the Series 2 Company's Amended and Restated Certificate of Designations and Incorporation, a copy of which is attached hereto as Exhibit 1A (the Series 1 "Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(bIncorporation"), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) All of the Company's outstanding Common Stock shares of capital stock were duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, Convertible Securities or other agreements or arrangements of any character or nature whatever, except as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇disclosed in Exhibit 3 hereto or as contemplated by this Agreement, (ii) Chemical under which the Company is or may be obligated to issue capital stock or other securities of Malaysiaany kind representing an ownership interest or contingent ownership interest in the Company. Except as otherwise disclosed in Exhibit 3 hereto, (iii) Chiin Hsiao Children Irrevocable Trustneither the offer nor the issuance or sale of the Securities, (iv) ▇▇▇▇▇ ▇▇▇constitutes an event, (v) Kingdom Capital Management Corporationunder any anti-dilution provisions of any securities issued or issuable by the Company or any agreements with respect to the issuance of securities by the Company, (vi) Shushen (▇▇▇▇) Hsiaowhich will either increase the number of shares issuable pursuant to such provisions or decrease the consideration per share to be received by the Company pursuant to such provisions. No holder of any security of the Company is entitled to any preemptive or similar rights to purchase securities from the Company which has not been irrevocably waived, (vi) Bear ▇▇▇▇▇▇▇ Asset Managementin writing, Inc. a copy of which waiver has been delivered to the Investor; provided, however, that nothing in this Section 3. shall affect, alter or diminish any right granted to the Investor in this Agreement. All outstanding securities of the Company have been issued in full compliance with an exemption or exemptions from the registration and (vii) ▇▇▇ Children Irrevocable Trustprospectus delivery requirements of the Securities Act and from the registration and qualification requirements of all applicable state securities laws.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) On the date hereof, the authorized capital stock of the Company Thane consists of (i) 1,700,000 shares of Thane Common Stock and Preferred Stock), (ii) the number of designated 200,000 shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations Class B Common Stock, par value $.0001 per share ("Class B Common Stock"), and (iii) on February 29100,000 shares of preferred stock, 2000par value $1.00 per share. As of the date hereof, after giving effect to of the issuance 2,000,000 aggregate shares of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly Thane capital stock authorized, validly (i) 1,018,034 shares of Thane Common Stock are issued and outstanding, fully paid and non-assessable. The (ii)(a) 90,000 shares of the Company's Thane Common Stock are reserved for issuance pursuant to outstanding Options granted under existing employee stock option plans, (b) 188,679.2 shares of Thane Common Stock are reserved for issuance pursuant to outstanding warrants to purchase Thane Common Stock, not including shares issuable upon conversion pursuant to anti-dilution warrants outstanding, all of which warrants shall by their terms terminate as of the Series 1 Preferred Closing Date and Series 2 Convertible Preferred (c) 30,000 shares of Class B Common Stock will be, when issued in accordance with the respective terms are reserved for issuance pursuant to outstanding warrants to purchase Class B Common Stock. As of the Series 1 Certificate date hereof, there are no (and as of Designations the Closing Date, there will be no) outstanding shares of Thane Class B Common Stock or preferred stock. As of the date hereof, the only securities convertible, exchangeable or exercisable into shares of Thane Common Stock, including outstanding Options and Series 2 Certificate warrants, are as described in detail on Schedule 4.4(a), which Schedule includes the number and exercise prices of Designationssuch convertible securities. On the date hereof and immediately following the Closing, each share of capital stock of Thane that is issued and outstanding will be duly authorized, validly issued, fully paid and non-assessablenonassessable and will not be subject to nor issued in violation of any preemptive rights, and none of the securities of Thane were issued in violation of the Securities Act, any state "blue sky" law or any other applicable securities laws. Except as provided in set forth on Schedule 4.4(a) or as contemplated by this Agreement, at the Series 2 Certificate date hereof there are, and immediately following the Closing there will be (a) no outstanding or authorized Options, warrants, agreements, conversion rights, preemptive rights, other rights, subscriptions, claims of Designations and any character, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to shares of capital stock of Thane or any of its Subsidiaries or pursuant to which Thane or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or any securities convertible into, exchangeable for, or evidencing the Series 1 Certificate of Designationsright to subscribe for, none of the purchase or acquire, any shares of the Company's capital stock which will be outstanding at the Closing (i) were of Thane or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. its Subsidiaries, (b) Schedule 6(b) hereto correctly no restrictions upon the dividends, voting or, except as required by the Securities Act and completely lists state "blue sky" laws, the number and purpose for which such transfer of any shares of the Company's capital stock of Thane pursuant to its Charter, Bylaws or other governing documents or any agreement or other instruments to which it is a party or by which it is bound, and (c) no shares of Thane Common Stock are reserved for issuance held by the Company. (c) Thane in its treasury. Except as referred set forth on Schedule 4.4(b), neither Thane nor any of its Subsidiaries has authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to in Section 4.2(bvote (or convertible or exercisable for or exchangeable into securities the holders of which have the right to vote) with the stockholders of such Person on any matter. Except as contemplated by this Agreement or as set forth on Schedule 4.4(c), there are no outstanding optionscontractual obligations of Thane or any of its Subsidiaries to repurchase, warrants, subscriptions, rights, convertible securities redeem or other agreements or plans under which the Company may become obligated to issue, sell or transfer otherwise acquire any shares of its capital stock Thane Common Stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c)of its Subsidiaries. (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists The authorized Capital Stock of the Company as of the date hereof consists of 20,000 shares, of which (i) the authorized capital 10,000 shares are preferred stock with no par value of the Company (Common Stock which no shares are issued and Preferred Stock), outstanding and (ii) 10,000 shares are common stock with the number par value of designated shares $0.001 per share, of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of which 460 Common Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstanding, fully paid outstanding and non-assessable. The shares are owned by Pitney ▇▇▇▇▇ as of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stockdate hereof. (b) Schedule 6(b) hereto correctly Each share of Capital Stock of the Company that will be issued and completely lists outstanding immediately following the number Tranche I Closing and purpose Tranche II Closing, as applicable, will be duly authorized and validly issued and fully paid and nonassessable, and the issuance thereof, subject to Section 5.15, will not be subject to any preemptive rights or made in violation of any Applicable Law. Except as may otherwise be provided for which such in this Agreement, the Internal Restructuring and the Transactions, there are no outstanding material contractual obligations of the Company to repurchase, redeem, or otherwise acquire any shares of Capital Stock of the Company's Common . Except as may otherwise be provided for in this Agreement, the Distribution Agreements, the Transactions and the Internal Restructuring, there are no outstanding material contractual obligations of any of the Subsidiaries set forth on Schedule 3.01(b)(iii) to repurchase, redeem, or otherwise acquire any shares of Capital Stock are reserved for issuance by the Companyof such Subsidiaries. (c) Except as referred provided for in the Equity Documents, the Certificate of Designation, the Rights Agreement and the certificate of designation to be filed in Section 4.2(b)accordance with the Rights Agreement, there are (i) no outstanding options, warrants, subscriptionsagreements, conversion rights, convertible securities exchange rights, preemptive rights or other agreements rights (whether contingent or plans under which the Company may become obligated not) to issuesubscribe for, sell purchase or transfer acquire any issued or unissued shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock Capital Stock of the Company or any capital stock referred options that will be converted into options to in Section 4.2(bpurchase shares of Common Stock or Non-Voting Preferred Stock and (ii) no restrictions upon, or 4.2(c). (g) The Series 2 Certificate Contracts or understandings of Designations has been duly adopted by the Company and is fully effective as an amendment to with respect to, the Company's certificate voting or transfer of incorporation. The Shares have all any shares of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge Capital Stock of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) A1 hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29November o, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The assessable and all such outstanding shares shares of the Company's Common Stock issuable upon conversion of are validly listed for trading on the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued NASDAQ National Market. Except as provided in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which that will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) A2 hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) A3 hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 1 Certificate of Designations and the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) A4 hereto. (f) Except as set forth in Schedule 6(e) A5 hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. As of the date hereof, LGI's authorized capital stock consists of (a) Schedule 6(a10,000,000 shares of Preferred Stock, par value $0.001 per share ("Preferred Stock"), of which 6,000,000 shares are designated as LGI Nonvoting Stock and of which 3,500,000 shares are issued and outstanding; and (b) 90,000,000 shares of LGI Common Stock, of which 4,660,285 shares are issued and 4,652,474 shares are outstanding. Exhibit B hereto correctly presents the true and completely lists (i) the authorized capital stock complete capitalization of LGI as of the Company date hereof on a fully-diluted basis, giving effect to the transactions contemplated by, and as of, the Closing. The rights and privileges of the Nonvoting Stock are as provided in LGI's current Articles of Incorporation, the Investor Rights Agreement, dated as of June 23, 2011, by and among LGI and the Investors (as defined therein) set forth on Schedule A thereto (the "LGI Nonvoting Stock ▇▇▇"), and the general corporation law of the State of Nevada. The issued and outstanding shares of LGI Common Stock and Preferred Stock)Stock have been duly authorized and validly issued, (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, are fully paid and non-assessable. The shares nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the documents filed by LGI with the Securities and Exchange Commission (the "SEC") pursuant to the requirements of the Company's Common Stock issuable upon conversion Securities Act or the Securities Exchange Act of 1934, as amended (the Series 1 Preferred "Exchange Act" and Series 2 Convertible Preferred Stock will besuch documents, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable"Securities Filings"). Except as provided disclosed in the Series 2 Certificate of Designations and the Series 1 Certificate of DesignationsSecurities Filings, none of the shares of the Company's capital stock which will be LGI does not have outstanding at the Closing (i) were any options to purchase, or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect or other rights to subscribe for or to purchase, any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding its capital stock or any such options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which obligations. The subsidiaries listed on Schedule 2.4(c) of the Company may become obligated to issueDisclosure Schedules (collectively, sell or transfer the "Subsidiaries") are the only subsidiaries of LGI and (i) all the issued and outstanding shares of its the Subsidiaries' capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable law, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiaries' capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreementany such options, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designationsconvertible securities or obligations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists solely of (i) Five Million shares of authorized Common Stock, of which One Million, One Hundred Eighty-Two Thousand, Seven Hundred and Sixty-Seven shares are issued and outstanding on the date hereof. On the date hereof, the outstanding Common Stock is held of record and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated beneficially by the persons with the addresses of record and in the amounts set forth in Schedule 4.03(a). The outstanding Common Stock Purchase Agreementsis, and any Common Stock issued upon the number exercise of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date any Option will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except , and except as provided set forth in the Series 2 Certificate of Designations and the Series 1 Certificate of DesignationsSchedule 4.03(a), none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be not subject to preemptive rights when issued created by statute, the certificate of incorporation or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock by-laws of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred agreement to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a partyparty or by which it is bound or otherwise. The Shares were not issued in violation of the preemptive rights of any person or any agreement or laws, except as provided hereinstatutes, in orders, decrees, rules, regulations and judgments of any governmental authority by which the Series 2 Certificate Company at the time of Designations issuance was bound, including without limitation federal and the Series 1 Certificate of Designations and Schedule 6(d) heretostate securities laws. (fb) Except as set forth in Schedule 6(e) hereto4.03(b), there are no anti-dilution protections not outstanding or authorized (i) any options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other adjustment provisions in existence with respect plans or commitments, contingent or otherwise, relating to any shares of capital stock of the Company; (ii) contracts or other agreements of the Company or any other Person to purchase, redeem or otherwise acquire any of the Shares, or securities or obligations of any kind convertible into any shares of the capital stock referred to in Section 4.2(bof the Company; (iii) dividends which have accrued or 4.2(c). been declared but are unpaid on the capital stock of the Company; and (giv) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment any stock appreciation, phantom stock, stock plans or similar rights with respect to the Company's certificate . Schedule 4.03(b) sets forth a correct and complete list of incorporation. The Shares have all each of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all foregoing as of the rightsdate hereof, priorities including the record and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge beneficial holder thereof, a description of the Companynature of such security, those persons who ownthe amount of securities held, directly the exercise, conversion or indirectlyexchange rights relating thereto, more than 5% (calculated in accordance with Rule 13d-3 including a schedule of vesting, the Securities Exchange Act) exercise price per share, the term of each such security, whether such security is intended to qualify as an incentive stock option or not, any restrictions on exercise or sale of such option or underlying shares and the Company's outstanding Common Stock type and amount of securities into which such securities are as follows: (i) ▇▇exercisable, convertible or exchangeable. With the exception the Option issued to B. E▇▇▇▇▇ ▇▇▇▇▇, dated as of August 29,1998, and with the exception of exercise price and the number of Options subject to each grant, none of the Options deviate from the terms and conditions set forth in the Company’s standard form of Option, a true and correct copy of which has been provided to Parent. (iic) Chemical Except as set forth in Schedule 4.03(c), as of the date hereof, there are no outstanding rights or obligations of the Company to repurchase, redeem or otherwise acquire any securities of Malaysiathe Company or other securities referred to in Section 4.03(b) above. Except as set forth in Schedule 4.03(c), (iii) Chiin Hsiao Children Irrevocable Trustthere are no stockholder agreements, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustvoting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of capital stock of the Company.

Capital Stock. (a) Schedule 6(a4.2 (a) hereto correctly and completely lists (i) the authorized capital stock Capital Stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series Series or class thereof Class after giving effect to the Series 2 Certificate Certificates of Designations Designation, and (iii) on February 29, 2000, after giving effect to the issuance of Shares shares of the Company's Series E-1 Senior Preferred Stock on the Closing Date as contemplated by the Series E SPA and the exchange by all eligible holders of shares of the Company's Series B and Series D Convertible Preferred Stock Purchase Agreementsfor shares of the Company's Series E-B and E-D Convertible Preferred Stock, the number of shares outstanding in each series Series or class thereofClass. There have been no material issuances of shares since February , 2003. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate Certificates of Designations and the Series 1 Certificate of DesignationsDesignation or in Schedule 4.2(a), none of the shares of the Company's capital stock Capital Stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stockCapital Stock. (b) Schedule 6(b4.2(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock Capital Stock or other securities. (d) Except as set forth on Schedule 6(c) hereto referred to in Section 4.2(b), and except for the registration rights contained in the Registration Shareholders' Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock Capital Stock of the Company, including, without limitation, any Capital Stock referred to in Section 4.2(b) or 4.2(c), which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There Except as set forth in Schedule 4.2(e), there are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock Capital Stock of the Company of which the Company is a party, except as provided herein, in that Series E Shareholders' Rights Agreement of even date herewith among the holders of shares of the Company's Series 2 Certificate E-1 Senior Preferred Stock, and in the Certificates of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoDesignation. (f) Except as set forth in Schedule 6(e) hereto4.2(f), there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock Capital Stock of the Company or Company, including any capital stock Capital Stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Each Certificate of Designations Designation and the Designation of Rights has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares will have all of the rights, priorities and terms set forth in the Series 2 applicable Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of DesignationsDesignation. (h) To the best knowledge of the Company, Schedule 4.2(h) hereto correctly and completely lists the names of those persons who beneficially own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of under the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable TrustStock.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of Buyer consists of (i) 5,000,000 shares of preferred stock, $0.01 par value per share, of which, as of the Company (Common Stock date of this Agreement none are outstanding and Preferred Stock), (ii) the number of designated 30,000,000 shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate Buyer Common Stock, of Designations and (iii) on February 29which, 2000as of June 30, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements2016, the number of 19,979,217 shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstanding, 255,018 shares are held in treasury, and 23,408 nonvested restricted stock shares are issued and outstanding. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessableassessable and have not been issued in violation of nor are they subject to preemptive rights of any Buyer shareholder. The shares of the Company's Buyer Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will beto be issued pursuant to this Agreement, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsthis Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations assessable and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will not be subject to preemptive rights when and will be issued in compliance with and not in violation of applicable federal or (ii) provide the holders thereof state securities Laws. All shares of Buyer’s capital stock have been issued in compliance in all material respects with and not in violation of any preemptive rights with respect to any issuances of capital stockapplicable federal or state securities Laws. (b) Except (i) for any grants or awards properly issued to officers, directors or employees of Buyer or Buyer Bank pursuant to an equity based plan approved by the Board of Buyer or (ii) as otherwise set forth in Buyer Disclosure Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares 4.03(b), as of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)date hereof, there are no outstanding securities of Buyer or any of its Subsidiaries that are convertible into or exchangeable for any class of capital stock of Buyer or any of Buyer’s Subsidiaries. Except (I) as set forth in Section 4.03(a), (II) for any grants or awards properly issued to officers, directors or employees of Buyer or Buyer Bank pursuant to an equity based plan approved by the Board of Buyer or (III) as otherwise set forth in Buyer Disclosure Schedule 4.03(b), as of the date of this Agreement, there are no outstanding shares of capital stock of any class of Buyer, or any options, warrants, subscriptions, warrants or other similar rights, convertible securities or other agreements exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments or plans under understandings, in each case, to which the Company may become obligated to issue, sell Buyer or transfer shares any of its Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities. securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (dwhether upon conversion, exchange or otherwise) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries. There are no obligations, contingent or otherwise, of Buyer or any of Buyer’s subsidiaries to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or capital stock of any of Buyer’s Subsidiaries or any other securities of Buyer or any of Buyer’s Subsidiaries or to provide funds to or make any investment (in the Registration Rights Agreementform of loan, capital contribution or otherwise) in any such Subsidiary. Other than the Buyer Voting Agreements, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies arrangements or other agreements or understandings with respect to the voting of any Buyer’s capital stock to which Buyer or any of its Subsidiaries is a party and to the Knowledge of Buyer as of the Company of which the Company is a partydate hereof, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there no such agreements between any Persons exist. There are no anti-dilution protections agreements or other adjustment provisions in existence with respect arrangements under which Buyer is obligated to register the sale of any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of its securities under the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a4.2(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations B Articles Supplementary and the Series A-2 Preferred, (iii) on February December 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreementsthis Agreement, the number of shares outstanding in each series or class thereofclass, and (iv) on December 29, 2000, after giving effect to the issuance of Shares contemplated by this Agreement, a table showing the capitalization of the Company reflecting outstanding options and warrants and the issuance of the Conversion Shares. There have been no material issuances of shares since September 30, 2000, except the issuance of 71,682 shares of Common Stock in connection with the Company's Employee Stock Purchase Plan, the issuance of 2,500 shares of Common Stock in connection with the exercise of employee stock options and the issuance of the Series A-2 Preferred. All of such outstanding shares are, or on the Initial Closing Date and each Subsequent Closing will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 B Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of DesignationsB Preferred, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations B Articles Supplementary and the Series 1 Certificate of Designationsas described in Schedule 4.2(a), none of the shares of the Company's capital stock which will be outstanding at the Initial Closing and each Subsequent Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b4.2(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights AgreementAgreement and as described in Schedule 4.2(d), there are and will be no outstanding registration rights with respect to any capital stock of the CompanyCompany or of any Subsidiary, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoor any Subsidiary. (f) Except as set forth described in Schedule 6(e) hereto4.2(f), there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any Subsidiary or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations B Articles Supplementary has been duly adopted by the Company and is fully effective as an amendment a supplement to the Company's certificate of incorporationcharter. The Shares will have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of DesignationsB Articles Supplementary. (h) The A-2 Articles Supplementary has been duly adopted by the Company and is fully effective as a supplement to the Company's charter. (i) To the knowledge of the Company, those persons who beneficially own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of under the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇listed on Schedule 4.2(i); provided that the Company may -------- rely on the accuracy of all Schedules 13D and Schedules 13G filed under the Securities Exchange Act for purposes of determining those persons who beneficially own, (ii) Chemical Company directly or indirectly, more than 5% of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trustthe Company's outstanding Common Stock.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company (as of the date hereof consists of 300,000,000 shares of Company Common Stock Stock, par value $0.0001 per share, and Preferred Stock), (ii) the number of designated 20,000,000 shares of Preferred Stock in each series or class thereof after giving effect to Stock, no par value (the Series 2 Certificate "Company Preferred Stock"). As of Designations and (iii) on February 29, 2000the date hereof, after giving effect to the issuance MicroVisions Acquisition and the transactions contemplated hereby, there are 10,244,343 shares of Shares contemplated by the Company Common Stock Purchase Agreements, the number issued and outstanding and no shares of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly Company Preferred Stock issued and outstanding, fully paid . All such issued and non-assessable. The outstanding shares of the Company's Company Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, are duly authorized, validly issued, fully paid paid, nonassessable and non-assessablefree of preemptive rights. Except as provided in set forth on Schedule 3.3(a), the Series 2 Certificate Company has no outstanding bonds, debentures, notes or other obligations the holders of Designations and which have the Series 1 Certificate right to vote (or which are convertible into or exercisable for securities the holders of Designations, none which have the right to vote) with the stockholders of the Company on any matter. As of the date hereof, except as set forth in Schedule 3.3(a) to this Agreement, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock or other equity interests of the Company's capital stock which will be outstanding at . Schedule 3.3(a) shows the pro forma capitalization of the Company as of the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide Date assuming consummation of the holders thereof with ASYNC Acquisition, the CNI Acquisition, the MicroVisions Acquisition and the transactions contemplated hereby. No person has any preemptive rights with respect to any issuances the issuance of capital stockthe Purchased Shares, the Purchased Warrants, or the Company Common Stock issuable upon exercise of the Purchased Warrants. The Company will use its commercially reasonable efforts to cause the conversion of the Commonwealth April/May 1999 Convertible Debentures listed on Schedule 3.3(a) as per discussions with the Buyers. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose Except for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained interests in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock Subsidiaries of the Company of which the Company is a party, and except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto3.3(b), there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock none of the Company or any capital stock referred to of its Subsidiaries owns directly or indirectly any interest or investment (whether equity or debt) in Section 4.2(b) any corporation, partnership, limited liability company, joint venture, business, trust or 4.2(centity (other than investments in short-term investment securities). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) On the date hereof, the authorized capital stock of the Company consists solely of (a) 150,000,000 shares of Common Stock and Preferred Stock), (iib) the number of designated 25,000,000 shares of Preferred Stock. As of the date hereof, of the 150,000,000 shares of Common Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly (i) 49,665,798 shares of Common Stock are issued and outstanding, fully paid and non-assessable(ii) 22,638,303 shares are reserved for issuance pursuant to outstanding options and warrants and existing employee stock purchase plans. The As of the date hereof, there are no (and as of the Closing Date, there will be no) outstanding shares of Preferred Stock. As of the Company's date hereof, there are securities convertible, exchangeable or exercisable into 16,483,886 shares of Common Stock issuable upon conversion as described in further detail on Schedule 3.6. On the date hereof and immediately following the Closing, each share of capital stock of the Series 1 Preferred Company that is issued and Series 2 Convertible Preferred Stock outstanding will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, be duly authorized, validly issued, fully paid and non-assessable. Except as provided nonassessable and will not be subject to nor issued in the Series 2 Certificate of Designations violation of, any preemptive rights, and the Series 1 Certificate of Designations, none of the shares securities of the Company's capital stock which will be outstanding at the Closing (i) Company were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares in violation of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)Securities Act, there are no outstanding options, warrants, subscriptions, rights, convertible any state "blue sky" law or any other applicable securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) laws. Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights 3.6 or as contemplated by this Agreement, at the date hereof there are are, and immediately following the Closing there will be (a) no outstanding registration rights with respect to or authorized options, warrants, agreements, conversion rights, preemptive rights, other rights, subscriptions, claims of any capital stock of the Companycharacter, which (in either case) will be outstanding on the Closing Dateobligations, convertible or exchangeable securities, or any capital stock referred other commitments, contingent or otherwise, relating to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting shares of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any of its Subsidiaries or pursuant to which the Company or any of its Subsidiaries is or may become obligated to issue shares of its capital stock referred or any securities convertible into, exchangeable for, or evidencing the right to in Section 4.2(bsubscribe for, purchase or acquire, any shares of the capital stock of the Company or any of its Subsidiaries, (b) no restrictions upon the dividends, voting or, except as required by the Securities Act and state "blue sky" laws, the transfer of any shares of capital stock of the Company pursuant to its Charter, Bylaws or 4.2(c). other governing documents or any agreement or other instruments to which it is a party or by which it is bound, and (gc) The Series 2 Certificate no shares of Designations has been duly adopted Common Stock or Preferred Stock held by the Company and is fully effective in its treasury. Neither the Company nor any of its Subsidiaries has authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable for or exchangeable into securities the holders of which have the right to vote) with the stockholders of such Person on any matter. Except as an amendment to the Company's certificate of incorporation. The Shares have all contemplated by this Agreement or as set forth on Schedule 3.6, there are no outstanding contractual obligations of the rightsCompany or any of its Subsidiaries to repurchase, priorities and terms set forth in redeem or otherwise acquire any shares of Common Stock or the Series 2 Certificate of Designations. The Series 1 Preferred have all capital stock of the rights, priorities and terms set forth in the Series 1 Certificate Company or any of Designationsits Subsidiaries. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) As of the date hereof, LGI’s authorized capital stock consists of the Company (Common Stock and Preferred Stock), (iia) the number of designated 10,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”), of which 6,000,000 shares are designated as LGI Nonvoting Stock in each series or class thereof after and of which 2,500,000 shares are issued and outstanding; and (b) 90,000,000 shares of LGI Common Stock, of which 4,660,285 shares are issued and 4,652,474 shares are issued and outstanding. Exhibit B hereto presents the true and complete capitalization of LGI as of the date hereof on a fully-diluted basis, giving effect to the Series 2 Certificate of Designations transactions contemplated by, and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreementsas of, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessableClosing. The shares rights and privileges of the Company's Common Nonvoting Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except are as provided in LGI’s current Articles of Incorporation, the Series 2 Certificate Investor Rights Agreement, dated as of Designations June 23, 2011, by and among LGI and the Series 1 Certificate of DesignationsInvestors (as defined therein) set forth on Schedule A thereto (the “LGI Nonvoting Stock I▇▇”), none and the general corporation law of the shares State of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stockNevada. (b) Schedule 6(b) hereto correctly The issued and completely lists the number and purpose for which such outstanding shares of the Company's LGI Common Stock and Preferred Stock have been duly authorized and validly issued, are reserved fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for issuance or purchase securities, and conform in all material respects to the description thereof contained in the documents filed by LGI with the Company. Securities and Exchange Commission (cthe “SEC”) pursuant to the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act” and such documents, the “Securities Filings”). Except as referred disclosed in the Securities Filings, LGI does not have outstanding any options to in Section 4.2(b)purchase, there are no outstanding or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which obligations. (c) The subsidiaries listed on Schedule 2.4(c) of the Company may become obligated to issueDisclosure Schedules (collectively, sell or transfer the “Subsidiaries”) are the only subsidiaries of LGI and (i) all the issued and outstanding shares of its the Subsidiaries’ capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable law, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiaries’ capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreementany such options, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designationsconvertible securities or obligations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company Bank consists of 10,000,000 shares of Bank Common Stock. As of the date hereof, (i) 1,411,645, shares of Bank Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly are issued and outstanding, fully paid which includes 16,020 issued and non-assessable. The outstanding Bank Restricted Stock Awards, and (ii) 151,615 shares of the Company's Bank Common Stock issuable upon conversion are reserved for issuance pursuant to Bank Equity Plans (of which 51,000 shares were subject to outstanding Bank Stock Options). All the outstanding shares of capital stock of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, Bank are duly authorized, validly issued, fully paid and non-assessablenonassessable, are not subject to any preemptive or similar rights, and are free and clear of all Liens (other than restrictions on transfer which arise under applicable securities Laws). Except as provided in the Series 2 Certificate No shares of Designations and the Series 1 Certificate of Designations, none capital stock of the shares Bank are owned by any Subsidiary of the Company's capital stock which will be Bank. Each of the issued and outstanding at the Closing (i) were or will be subject to Bank Restricted Stock Awards and Bank Stock Options has been duly authorized and validly issued and is fully paid and nonassessable, free of preemptive rights when and was offered, issued and sold in compliance with applicable federal and state securities or (ii“blue sky” Laws. Section 3.2(a) provide of the Bank Disclosure Letter sets forth a true and complete list of each share of Bank Common Stock, and each Bank Restricted Stock Award and Bank Stock Option issued and outstanding and, in each case, the record owner thereof, as well as the name of the holder, the date of grant, exercise price, vesting schedule and expiration date in respect thereof, as applicable. Section 3.2(a) of the Bank Disclosure Letter further identifies any holders thereof with any preemptive rights with respect to any issuances of capital stock.Bank Common Stock, Bank Restricted Stock Awards or Bank Stock Options who are not current or former employees, directors or officers of the Bank (b) Schedule 6(bNeither the Bank nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) hereto correctly with the stockholders of the Bank or such Subsidiary on any matter. As of the date of this Agreement, except for this Agreement or as set forth above in Section 3.2(a), and completely lists the number and purpose for which such shares of the Company's Common Stock capital stock or other voting securities or equity interests of each Subsidiary that are reserved for issuance owned, directly or indirectly, by the CompanyBank, there are no outstanding (i) shares of capital stock or other voting securities or equity interests of the Bank or any of its Subsidiaries, (ii) securities of the Bank or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Bank or any of its Subsidiaries, (iii) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Bank or any of its Subsidiaries or other equity equivalent or equity-based award or right, (iv) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Bank or any of its Subsidiaries, or obligations of the Bank or any of its Subsidiaries to issue, register, transfer, or sell any shares of capital stock of the Bank or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of the Bank or any of its Subsidiaries or rights or interests described in clause (iii) or (v) obligations of the Bank or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver, register, transfer or sell, or cause to be issued, granted, delivered, registered, transferred or sold, any such securities. Except for this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Bank or any of its Subsidiaries is a party or on file with the Bank or its Subsidiaries with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other equity interest of the Bank or any of its Subsidiaries. Neither the Bank nor any of its Subsidiaries has any trust preferred or subordinated debt securities or other similar securities issued or outstanding. (c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which Neither the Company may become obligated to issue, sell or transfer shares Bank nor any of its capital stock or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect Subsidiaries is a party to any capital stock agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company, which (in either case) will be outstanding on the Closing Date, Bank or any capital stock referred to in Section 4.2(b) or 4.2(c)of its Subsidiaries. (e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the The authorized capital stock of the Company consists of (Common Stock a) 200,000,000 Shares and (b) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The rights and privileges of the Shares and Preferred Stock)Stock are as set forth in the Company Charter. As of August 22, 2016, (iii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations and (iii) on February 29, 2000, after giving effect to the issuance of 20,462,329 Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly were issued and outstanding, fully paid all of which were (and non-assessable. The shares of the Company's Common all Shares that may be issued pursuant to any Company Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock Plan will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, thereof) duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate nonassessable and were free of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when and not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under applicable Law, the Company Charter, the Company Bylaws, or any agreement or instrument to which the Company is a party or is otherwise bound, (ii) provide no Shares were held in treasury, (iii) no shares of Preferred Stock were outstanding, (iv) an aggregate of 566,741 Shares were subject to or otherwise deliverable in connection with the holders thereof with any preemptive rights with respect to any issuances exercise of capital stockoutstanding Company Stock Options and (v) 462,329 Shares of Company Restricted Stock issued under the Company Stock Plans were outstanding. As of August 22, 2016, other than an aggregate of 970,930 Shares reserved for issuance under future grants under the Company Stock Plans, the Company has no Shares reserved for issuance. (b) Schedule 6(bSection 3.2(b) hereto correctly and completely lists the number and purpose for which such shares of the Company Disclosure Letter contains a complete and correct list as of the date hereof of (i) each outstanding Company Stock Option, including with respect to each such option, the holder, date of grant, vesting and expiration schedule, exercise price, number of Shares subject thereto, and whether such Company Stock Option is an “incentive stock option” (as defined in the Code) or non-qualified stock option, and (ii) all outstanding Company Restricted Stock, including with respect to each such Company Restricted Stock, the holder, date of grant, vesting schedule and number of Shares subject thereto. The Company's Common ’s Amended and Restated 2011 Long Term Incentive Plan is the only plan or program the Company or any of its Subsidiaries maintain under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity-based awards are outstanding. The Company has made available to Parent each outstanding award agreement under the Company Stock Plans. No Shares are reserved for issuance held by any Subsidiary of the Company. (c) Except as referred set forth in this Agreement, (A) there are not outstanding any (1) shares of capital stock or other voting securities of the Company or any of its Subsidiaries or other ownership or voting interest in the Company or any of its Subsidiaries, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries or other ownership or voting interest in the Company or any of its Subsidiaries, or (3) options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership of voting interest or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries or other ownership or voting interest in Section 4.2(b)the Company or any of its Subsidiaries, (B) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock, voting securities, or other ownership or voting interest or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries or other ownership or voting interest in the Company or any of its Subsidiaries, (C) there are no other options, warrantscalls, subscriptions, warrants or other rights, convertible securities agreements, arrangements or other agreements commitments of any character relating to the issued or plans under unissued capital stock of the Company or any of its Subsidiaries to which the Company may become obligated to issue, sell or transfer shares any of its capital stock Subsidiaries is a party, including any agreements granting any preemptive rights, anti-dilutive rights, rights of first refusal or other securities. (d) Except as set forth on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration similar rights with respect to any capital equity or voting securities of or ownership or voting interest in the Company or any of its Subsidiaries, (D) there are no restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by the Company or any of the Companyits Subsidiaries that are derivative of, which (in either case) will be outstanding or provide economic benefits based, directly or indirectly, on the Closing Datevalue or price of, or any capital stock referred of, or other equity or voting securities of or ownership or voting interests in, the Company or any of its Subsidiaries and (E) neither the Company nor any of its Subsidiaries is party to in Section 4.2(bany agreement, arrangement or understanding (including any voting trusts or proxies, stockholders agreements, “poison pill” or rights agreement or registration rights agreements) with respect to the voting, registration, sale, purchase or 4.2(c). (e) There transfer of any capital stock or other securities of the Company or any of its Subsidiaries, and, there are no voting agreements, voting trusts, proxies trusts or other agreements or understandings with respect to the voting of any the capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock equity interest of the Company or any capital stock referred of its Subsidiaries. There are no bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to in Section 4.2(bvote (or convertible into, exchangeable for, securities or other interests having the right to vote) on any matter on which stockholders of the Company or 4.2(c)the equity holders of the Company’s Subsidiaries may vote. (gd) The Series 2 Certificate Each of Designations has been the issued and outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries is duly adopted authorized, validly issued, fully paid, nonassessable and not subject to any preemptive rights and was not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under applicable Law, the articles of incorporation, bylaws or comparable organizational documents of the Company’s Subsidiaries, or any agreement or instrument to which the Company’s Subsidiaries are a party or is otherwise bound. All such shares are owned by the Company or another wholly owned Subsidiary of the Company and is fully effective as an amendment to are owned free and clear of all Liens of any nature whatsoever, other than restrictions imposed by Law. Except for the Company's certificate ’s Subsidiaries, the Company does not own any capital stock or other equity or voting interest in, or any interest convertible into or exercisable or exchangeable for any capital stock of incorporationor other equity or voting interest in, any other Person. The Shares have all Section 3.2(d) of the rights, priorities Company Disclosure Letter sets forth (i) a true and terms set forth in the Series 2 Certificate complete list of Designations. The Series 1 Preferred have all each Subsidiary of the rights, priorities Company as of the date hereof and terms set forth in its jurisdiction of incorporation or organization and (ii) the Series 1 Certificate identity of Designations. (h) To the knowledge holder of each outstanding share of capital stock or other equity interest of each Subsidiary of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock As of May 5, 2003, the Company was authorized to issue: (Common Stock and a) 2,000,000 shares of preferred stock, par value $.01 per share, of which (a) 50,000 shares are designated as Series 1-A Convertible Preferred Stock), none of which are outstanding, (iib) the number 170,000 shares are designated as Series 1-B Convertible Preferred Stock, none of which are outstanding and (c) 200,000 shares are designated as Series 2 Preferred Stock, of which 75,000 are issued and outstanding; and (b) 75,000,000 shares of Preferred Stock in each series or class thereof after giving effect to common stock, par value $.01 per share, of which 47,885,986 shares were issued and outstanding and an aggregate of 13,279,017 shares were reserved for issuance upon the conversion of the Series 2 Certificate Preferred Stock and the exercise of Designations outstanding warrants and (iii) on February 29, 2000, after giving effect to options issued or issuable under the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofCompany's stock option plans. All of such outstanding shares are, or and on the Closing Date Date, the Shares will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The assessable and all such outstanding shares of the Company's Common Stock issuable upon conversion of are, and on the Series 1 Preferred Closing Date, the Shares and Series 2 Convertible Preferred Stock Warrant Shares will be, when issued validly listed for trading on the NASDAQ National Market. The Warrants are duly authorized and the Warrant Shares are reserved for issuance upon exercise of the Warrants. Upon exercise of the Warrants in accordance with the respective their terms and payment of the Series 1 Certificate of Designations and Series 2 Certificate of Designationsexercise price payable thereunder, the Warrant Shares issued thereunder will be duly authorized, validly issuedissued and outstanding, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which that will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. The Securities and the Warrant Shares will be issued free of the preemptive rights of any Person. The rights, privileges and preferences of the Series 2 Preferred Stock are as stated in the Series 2 Certificate of Designations. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(b)4.2(a) or as described in the Disclosure Schedule attached hereto, there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (dc) Except as set forth on in the Series 2 Certificate of Designations or as described in the Disclosure Schedule 6(cattached hereto, there are no antidilution protections or other adjustment provisions in existence with respect to any capital stock of the Company. The issuance of the Securities and the Warrant Shares by the Company will not trigger the issuance of additional shares or an adjustment in the conversion ratio or similar feature of any security pursuant to the terms of any anti-dilution or other adjustment provision with respect to any capital stock of the Company. (d) hereto and except Except for the registration rights contained in the Registration Rights AgreementAgreement and except as described in the Disclosure Schedule, there are and will be no outstanding registration rights with respect the Company has not granted or agreed to grant to any capital stock Person any rights (including "piggy-back" registration rights) to have any securities of the Company, which (in either case) will be outstanding on Company registered with the Closing Date, Commission or any capital stock referred to in Section 4.2(b) or 4.2(c)other governmental authority that have not been satisfied. (e) There Except as described in the Disclosure Schedule attached hereto, there are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(eThe Company's Common Stock is registered pursuant to Section 12(g) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by Exchange Act and is listed on the NASDAQ National Market, and the Company and is fully effective as an amendment has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the NASDAQ National Market, nor to the Company's certificate knowledge is the National Association of incorporationSecurities Dealers, Inc. currently contemplating terminating such listing. The Shares have all of Company and the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. meet the criteria for continued listing and (vii) ▇▇▇ Children Irrevocable Trusttrading on the NASDAQ National Market.

Capital Stock. (a) Schedule 6(a) hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof after giving effect to the Series 2 Certificate of Designations Amendment and (iii) on February 29, 2000the Closing Date, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereofclass. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 A Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of DesignationsA Convertible Preferred Stock, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of DesignationsAmendment, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company. (c) Except as referred to in Section 4.2(bSchedule 6(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except as set forth disclosed on Schedule 6(c) hereto and except for the registration rights contained in the Registration Rights AgreementExhibit B hereto, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There Except as disclosed on Exhibit B hereto, there are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) heretoCompany. (f) Except as set forth in Schedule 6(e) disclosed on Exhibit B hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations Amendment has been duly adopted by the Company and is Company's Board of Directors and, when filed with the Secretary of State of the State of New York, will be fully effective as an amendment to the Company's certificate of incorporation. The Upon filing of the Certificate of Amendment with the Secretary of State of New York, the Shares will have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of DesignationsAmendment. (h) To the knowledge of the Company, those persons Those Persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇DuPont Chemical and Energy Operations, (ii) Chemical Company of Malaysia, (iii) Chiin Hsiao Children Irrevocable Trust, (iv) ▇▇▇▇▇ ▇▇▇, (v) Kingdom Capital Management Corporation, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.Inc.

Capital Stock. (a) Schedule 6(a) hereto correctly As of the date of this Agreement and completely lists (i) as of the Closing Date, the authorized capital stock Capital Stock of the Company (consists solely of 20,000,000 shares of Common Stock Stock, par value $0.001 per share, of which 11,251,514 shares were issued and Preferred Stock)outstanding as of the close of business on May 3, (ii) the number of designated 2000 and 5,000,000 shares of Preferred Stock in each series of which no shares were issued or class thereof after giving effect outstanding as of the date hereof. Following the filing of the Certificate of Designation and an Amendment to the Series 2 Company's Certificate of Designations and (iii) on February 29Incorporation substantially in the form set forth as Exhibit E hereto with the Secretary of State of the State of Delaware, 2000, after giving effect to effective as of the issuance of Shares contemplated by the Stock Purchase Agreementsdate hereof, the authorized Capital Stock of the Company shall consist solely of 30,000,000 shares of Common Stock, par value $0.001 per share, of which 11,251,514 shares shall be issued and outstanding and 15,000,000 shares of Preferred Stock, of which 7,200,000 shares will be designated as Series A Preferred Stock. A sufficient number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable. Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock. (b) Schedule 6(b) hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by upon exercise of outstanding warrants and options, including the CompanyWarrants, or upon conversion of outstanding securities including the Shares. Each share of Capital Stock of the Company that will be issued and outstanding immediately following the Closing, including without limitation the Shares, will be duly authorized and validly issued and fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of any Applicable Law. The Shares will be issued free and clear of any Liens and with no restrictions on the voting rights or the transfer thereof (other than pursuant to (i) the Investor Rights Agreement and (ii) Applicable Law). (cb) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which for the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities. (d) Except Warrants and as set forth on Schedule 6(c) hereto and except for 3.2, as of the registration rights contained in the Registration Rights date of this Agreement, there are are, and immediately upon consummation of the Closing there will be be, (i) no outstanding registration rights with respect to any capital stock of the Companysubscriptions, which (in either case) will be outstanding on the Closing Dateoptions, or any capital stock referred to in Section 4.2(b) or 4.2(c). (e) There are no voting warrants, calls, agreements, voting trustsconversion rights, proxies exchange rights, preemptive rights or other agreements rights (whether contingent or understandings with respect not) to the voting subscribe for, purchase or acquire any issued or unissued shares of any capital stock of the Company of which the Company is a party, except as provided herein, in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations and Schedule 6(d) hereto. (f) Except as set forth in Schedule 6(e) hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock Capital Stock of the Company or any capital stock referred to in Section 4.2(b) or 4.2(c). (g) The Series 2 Certificate of Designations has been duly adopted by the Company and is fully effective as an amendment to the Company's certificate of incorporation. The Shares have all of the rights, priorities and terms set forth in the Series 2 Certificate of Designations. The Series 1 Preferred have all of the rights, priorities and terms set forth in the Series 1 Certificate of Designations. (h) To the knowledge of the Company, those persons who own, directly or indirectly, more than 5% (calculated in accordance with Rule 13d-3 of the Securities Exchange Act) of the Company's outstanding Common Stock are as follows: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇its Subsidiaries, (ii) Chemical no authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any of Malaysiaits Subsidiaries, (iii) Chiin Hsiao Children Irrevocable Trustno rights, contracts, commitments or arrangements (contingent or otherwise) obligating the Company or any of its Subsidiaries to either (A) redeem, purchase or otherwise acquire, or offer to purchase, redeem, or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, Capital Stock of the Company or any of its Subsidiaries, or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, Capital Stock of the Company or any of its Subsidiaries, (iv) ▇▇▇▇▇ ▇▇▇, no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its securities under the Securities Act and (v) Kingdom Capital Management Corporationno restrictions upon, (vi) Shushen (▇▇▇▇) Hsiao, (vi) Bear ▇▇▇▇▇▇▇ Asset Management, Inc. and (vii) ▇▇▇ Children Irrevocable Trust.or Contracts or understandings