Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 (a) 200,000,000 shares of Company Common Stock, of which 19,900,000 are issued and outstanding as of the date of this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) of which 50,000 shares are designated Company Class A Preferred Stock, one of which is issued and outstanding as of the date of this Agreement, and which, as of the date of this Agreement, is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date hereofof this Agreement, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 there are 10,000,000 shares of Company Common Stock are authorized and reserved for issuance upon under the exercise Company Option Plan, of which 5,251,000 are subject to outstanding Company Stock Options, and (E) no shares none of Company Common Stock were held by which are or will be exercisable prior to the Company in its treasury or by its SubsidiariesEffective Time. The Company Disclosure Letter sets forth a true and complete list of Except for the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments created pursuant to which they are issuablethis Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanOptions (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company Capital Stock or obligating the Company or any Subsidiary of the Company to grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no outstanding contractual obligations other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or ACN, between or among any of its Subsidiaries to repurchase, redeem or otherwise acquire any the Company's stockholders. All shares of capital stock of outstanding Company Common Stock and Company Class A Preferred Stock and the Company or any of its SubsidiariesOptions were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 30,000,000 Shares and 1,000,000 shares of Company Common Stockpreferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (Ai) 1,863,149 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options. Except as set forth above, and as of the date of this Agreement: (Ei) no shares of Company Common Stock were held by capital stock or other voting securities of the Company in its treasury are issued, reserved for issuance or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. outstanding; (ii) No there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which the Company is a party the value of which is based on the value of Shares; (iii) all outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares may vote. Except as set forth above, as of the Company's capital stock are validly issued, fully paid and nonassessable and free date of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanAgreement, there are no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it any of them is bound obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt other voting securities of the Company or of any Subsidiary of the Company its Subsidiaries or obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are no not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 1,000,000,000 shares of Company Common Stock, $0.01 par value per share, and 10,000,000 shares of preferred stock (the “Company Preferred Stock”). As At the close of the date hereofbusiness on November 20, 2014, (Ai) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no 20,473,024 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true issued and complete list of the outstanding Company Stock Optionsoutstanding, including the exercise prices and vesting schedules therefor. (ii) No no shares of Company Preferred Stock were issued and outstanding and (iii) 500,000 shares of Company Common Stock were reserved for issuance under the Company Equity Plan. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters matter on which stockholders may vote ("Voting Debt") holders of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject may vote. There are no rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to issuance upon the exercise Company Common Stock outstanding, whether under the Company Equity Plan or otherwise. (b) All of the outstanding shares of capital stock of each of the Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they Subsidiaries that is a corporation are issuable, will be duly authorized, validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as set forth in Section 4.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of preemptive rights all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and will be issued in compliance with applicable for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities laws and regulationsor other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (ivc) Except for as set forth in this Agreement and Section 4.3 or in Section 4.3(c) of the Company Stock PlanDisclosure Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rightsrights of first refusal, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Company Subsidiary of the Company is a party or by which it any of them is bound bound, obligating the Company or any Company Subsidiary of the Company to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt equity security of the Company or of any Subsidiary of the Company Subsidiaries or obligating the Company or any Company Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreementundertaking. There Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or other equity securities of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of its the Company Subsidiaries. (d) All dividends or other distributions on the shares of Company Common Stock which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (e) The Company does not have a “poison pill” or similar stockholder rights plan. (f) Except as set forth in Section 4.3(f) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists of 20,000,000 25,000,000 shares of Company Common Stock, of which 13,478,272 shares are issued and outstanding. As All issued and outstanding shares of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") capital stock of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and nonassessable nonassessable. No class of Company capital stock is entitled to preemptive rights. None of the issued and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All outstanding shares of Company Common Stock have been issued in violation of any preemptive rights of current or past holders of any class of Company capital stock or are subject to issuance any preemptive rights of current or past Company shareholders granted by the Company. As of the date of this Agreement, there are no outstanding options, warrants, indebtedness convertible into capital stock or other rights to acquire capital stock from the Company other than (i) Options representing in the aggregate the right to purchase 1,353,442 shares of Company Common Stock under the Company Stock Option Plan and (ii) up to 50,000 shares of Company Common Stock available under the ESPP. The Company Disclosure Schedule sets forth the name of each person holding outstanding Options, the number of shares which may be purchased upon exercise of such Options, the expiration date of such Options as of the date of this Agreement and the exercise price per Share of such Options. (ii) All of the issued and outstanding shares of capital stock of the Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they Subsidiaries are issuable, will be duly authorized, validly issued, fully paid and nonassessable and are owned by the Company, free and clear of any liens, claims, encumbrances, restrictions, preemptive rights and will be or any other claims of any third party (“Liens”). Except for the capital stock of the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person. (iii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which shareholders may vote (“Company Voting Debt”) are issued in compliance with applicable securities laws and regulationsor outstanding. (iv) Except for this Agreement Other than the Options and the Company Stock PlanESPP, there are no securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Company Subsidiary of the Company is a party or by which it any of them is bound obligating the Company or any Company Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt other voting securities of the Company or of any Company Subsidiary of the Company or obligating the Company or any Company Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesCompany Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares (x) 37,860 Class A Shares, of Company Common Stock. As which 16,940 Class A Shares were issued and outstanding as of the date hereofof this Agreement and (y) 5,000 Class B Shares, (A) 1,863,149 of which 570 Class B Shares were issued and outstanding as of the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance. Each of the outstanding shares of Class A Stock were outstandingcapital stock or other securities of each of the Company’s Subsidiaries is duly authorized, (B) 2,772,375 shares of Class B Stock were outstandingvalidly issued, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized fully paid and reserved for issuance upon the exercise of outstanding Company Stock Options, nonassessable and (E) no shares of Company Common Stock were held owned by the Company in its treasury or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any Shares or any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any Shares or any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Disclosure Letter sets forth a true and complete list of the does not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matters on which stockholders may vote matter. ("Voting Debt"ii) Section 5.1(b) of the Company are issued or outstanding. Disclosure Letter sets forth (iiix) All outstanding shares each of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement ’s Subsidiaries and the ownership interest of the Company Stock Planin each such Subsidiary, there are no optionsas well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans voting or stock equivalents, equity interest or other rightsdirect or indirect ownership interest in any other Person. With respect to each Person identified on Section 5.1(b)(iv)(y) of the Company Disclosure Letter as an entity which is not a Subsidiary of the Company and is identified as an investment therein (each such entity, commitments or agreements a “Minority Investment”), the Company has delivered to Parent copies of any character all Contracts and other documents to which the Company or any Subsidiary of the Company its Subsidiaries is a party that was entered into or by which it is bound obligating relates in any way to any Minority Investment. Neither the Company nor any of its Subsidiaries is obligated to make any capital contribution or to assume or otherwise become liable for any Subsidiary debts or obligations or make any other payments with respect to any of the Minority Investments. (iii) Neither the Company to issue, deliver or sellnor any of its Subsidiaries conducts any business with, or cause is a party to be issuedany Contract or arrangement with, delivered or soldPrimeEnergy Corporation. Other than restrictions pursuant to applicable Law, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There there are no outstanding contractual obligations restrictions on the ability of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire sell any of the shares of capital common stock of PrimeEnergy Corporation that the Company or any of its SubsidiariesSubsidiaries holds.

Capital Structure. (ia) The authorized Company Shares constitute the whole of the issued and allotted share capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As and, as of the date hereofAgreement Date, (A) 1,863,149 shares consist solely of Class A Stock were outstanding, (B) 2,772,375 shares 1,025,234,000 Company Shares. There are no other allotted or issued Company Shares and no commitments or Contracts to issue any Company Shares. None of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling or its Subsidiaries holds any treasury shares. The Sellers own all of the holder thereof to purchase one share Equity Interests of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiariesother than the Company Equity Awards. The Company Schedule 2.2(a) of the Seller Disclosure Letter sets forth forth, as of the Agreement Date, a true true, correct and complete list of the outstanding Sellers that are the registered owners of any Company Stock OptionsShares and the number and type of such shares so owned by each Seller and any beneficial holders thereof, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulationsif applicable. All shares of allotted and issued Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they Shares are issuable, will be duly authorized, validly issued, fully paid and nonassessable and are free of preemptive any Encumbrances (other than Permitted Encumbrances), pre-emptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, or “put” or “call” rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans the Organizational Documents or stock equivalents, or other rights, commitments or agreements of any character Contract to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it is bound obligating the Company or any Subsidiary of its Subsidiaries or any of their respective assets are bound. There is no Liability for dividends accrued and unpaid by the Company. All allotted and issued Company Shares that have been issued by the Company, were issued in compliance with all Applicable Law and all requirements set forth in the Organizational Documents and any applicable Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets are bound. Other than pursuant to issuethe Company Equity Plans, deliver or sell, or cause to be there are no issued, delivered reserved for issuance, promised and ungranted or soldoutstanding options, additional shares of capital warrants, stock appreciation rights, restricted share units, phantom stock, calls, subscriptions or any Voting Debt other rights to acquire from the Company or its Subsidiaries or other obligations of the Company or its Subsidiaries to issue or allot, any Equity Interests. No Equity Interests will be outstanding under the Company Equity Plans at, and after giving effect to, the Closing. (b) Schedule 2.2(b) of the Seller Disclosure Letter sets forth, as of the Agreement Date, a complete and correct list of each outstanding Award and each outstanding Company Phantom Equity Award (each, a “Company Equity Award”), including (i) the holder (or an employee ID number), (ii) the date of grant, (iii) the number of Company Shares subject to such Company Equity Award, and (iv) the vesting schedule. All Company Equity Awards were granted under the Company Equity Plans. Accurate and complete copies of the standard grant agreement evidencing such Company Equity Awards and each grant agreement evidencing each Company Equity Award that does not conform to the standard agreement have been made available to Acquirer. All Company Equity Awards have been granted in compliance with Applicable Law and the terms of the Company Equity Plans. (c) Since the Prior Transaction Date, the Company has not repurchased, redeemed or otherwise reacquired any Subsidiary of its Company Shares or Equity Interests. (d) Schedule 2.2(d) of the Seller Disclosure Letter identifies each employee of the Company or obligating the its Subsidiaries or other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or any Subsidiary of the Company right to grantpurchase or receive restricted share units, extend phantom equity or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations other securities of the Company or any of its Subsidiaries to repurchasethat, redeem in each case, have not been issued or otherwise acquire any shares of capital stock granted as of the Agreement Date, together with the number of Company Shares or other securities subject to such equity awards and any of its Subsidiariespromised terms thereof.

Capital Structure. (i) The As of the date of this Agreement, and without giving effect to, the Investment, the Company’s authorized capital stock of the Company consists of 20,000,000 5,000 shares of Company Common Stock, of which 1,003 are issued and outstanding. All of the shares of Company Common Stock that are issued and outstanding are, as of the date hereof and at all time periods prior to the Distribution will be, owned of record and beneficially by Parent or a wholly-owned Subsidiary of Parent free and clear of any Encumbrances, except as imposed by applicable securities laws. As of the date hereofhereof and the Closing Date, (A) 1,863,149 other than up to 46,000,000 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common StockStock that are expected to be reserved for issuance pursuant to future awards under Company Equity Plans and the number of Investor Shares and PV Investor Shares that will be reserved for issuance, the Company has no shares of Company Common Stock reserved for issuance. There are no other shares of capital stock or other equity securities (Dincluding securities convertible, exercisable or exchangeable for capital stock) 420,000 of the Company that are outstanding. All issued and outstanding shares of Company Common Stock are authorized duly authorized, validly issued, fully paid and reserved for issuance upon nonassessable and the exercise holders of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules thereforare not entitled to preemptive rights. (ii) Immediately upon the Closing, the Investor Shares will be (and the additional Investor Shares, if any, issued pursuant to Section 2.4 will be, when so issued) duly authorized, validly issued, fully paid and nonassessable, and will be owned of record and beneficially by the Investor, free and clear of any Encumbrances other than the transfer restrictions and other terms and conditions set forth herein and in the Shareholders Agreement. (iii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exercisable exchangeable for securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote ("“Company Voting Debt"”) of the Company are issued or outstanding. (iiiiv) All The outstanding shares share capital or registered capital, as the case may be, of each Subsidiary of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be is duly authorized, validly issued, fully paid and nonassessable non-assessable, and all of the outstanding share capital or registered capital, as the case may be, of each such Subsidiary is owned, directly or indirectly, by the Company free and clear of any Encumbrances and free of preemptive rights any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests, but excluding restrictions under the Securities Act or other Applicable Law relating to securities). The registered capital of each of the Subsidiaries of the Company incorporated in China has been fully contributed, as certified by accountants qualified in China, and will any registered capital contributed in non-cash assets has been fully evaluated and verified by valuers qualified in China. Except as set forth in Section 3.2(c)(iv) of the Disclosure Schedule, none of the Company or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries of the Company) that is or would reasonably be issued in compliance with applicable securities laws expected to be material to the Company and regulationsits Subsidiaries taken as a whole. (ivv) Except for this Agreement as set forth in Section 3.2(c)(v), other than the Investor Shares and the Company Stock PlanWarrants (and the Warrant Shares), there are no securities, options, warrants, calls, rights, convertible securities, subscriptions, stock share appreciation rights, phantom stock plans performance units, restricted share units, contingent value rights, “phantom” share units or stock equivalentssimilar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital or other rightsequity interests in, commitments or agreements of any character to which the Company or any Subsidiary of its Subsidiaries, or any other commitments, agreements, arrangements or undertakings of any kind to which Parent, the Company or any of their respective Subsidiaries is a party or by which it any of them is bound obligating Parent, the Company or any Subsidiary of the Company their respective Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or any of any Subsidiary its Subsidiaries, Company Voting Debt, Company Common Stock or other voting securities (including securities convertible, exercisable or exchangeable for capital stock) of the Company or any of its Subsidiaries or obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, share appreciation right, commitment performance unit, restricted share unit, contingent value right, “phantom” share unit or similar security or right derivative of, or providing economic benefits based, directly or indirectly, on the value or price of, any share capital or other equity interests in, the Company or any of its Subsidiaries, or any other commitment, agreement, arrangement or undertakings of any kind. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or equity interest (including any security convertible, exercisable or exchangeable for any equity interest) of the Company or any of its SubsidiariesSubsidiaries or to provide funds to, or make investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries or any other Person. (vi) Other than the Investment Agreements, there are no shareholder agreements, voting trusts or other contracts to which the Company is a party or by which it is bound relating to the voting of any shares of capital stock of the Company. (vii) Except as set forth on Section 3.2(c)(vii) of the Disclosure Schedule, there is no outstanding indebtedness for borrowed money of the Company or its Subsidiaries (other than indebtedness for borrowed money owing by the Company or a wholly owned Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company).

Capital Structure. (i) The authorized capital stock of the Company DSW consists of 20,000,000 170,000,000 shares of Company Common DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the date hereofclose of business on January 29, 2011, (AA)(1) 1,863,149 16,804,965 shares of DSW Class A Stock were outstanding, (B) 2,772,375 and 27,382,667 shares of DSW Class B Stock were outstandingissued and outstanding (including issued shares of unvested restricted stock), (C2) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 no shares of Company Common DSW Class A Stock are authorized and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of outstanding Company options or other equity-based incentive awards with respect to DSW Common Stock Options(collectively, the “DSW Stock Awards”); and (EB) no shares of Company Common DSW Preferred Stock were held by the Company in its treasury outstanding or by its Subsidiariesreserved for issuance. The Company Disclosure Letter sets forth a true All issued and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of DSW Common Stock, and all shares of DSW Common Stock that may be issued or granted pursuant to the Company's capital stock are exercise or vesting of DSW Stock Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and free not subject to preemptive rights. The shares of preemptive rights DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the Effective Time and, if and were when issued in compliance accordance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuablehereof, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of not subject to preemptive rights and will be issued in compliance with applicable securities laws and regulationsrights. (ivii) No Voting Debt of DSW is issued or outstanding. (iii) Except for (A) this Agreement, (B) the DSW Stock Awards, (C) agreements entered into and securities and other instruments issued after the date of this Agreement and the Company Stock Planas permitted by Section 4.2, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company DSW or any Subsidiary of the Company DSW is a party or by which it or any such Subsidiary is bound obligating the Company DSW or any Subsidiary of the Company DSW to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, other equity interests or any Voting Debt of the Company DSW or of any Subsidiary of the Company DSW or obligating the Company DSW or any Subsidiary of the Company DSW to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company DSW or any of its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of capital stock of DSW or any of its Subsidiaries or (y) pursuant to which DSW or any of its Subsidiaries is or could be required to register shares of DSW Common Stock or other securities under the Company Securities Act. (iv) Since October 30, 2010, except as permitted by Section 4.2, DSW and its Subsidiaries have not (A) issued or permitted to be issued any shares of capital stock, other equity interests or securities exercisable or exchangeable for or convertible into shares of capital stock or other equity interests of DSW or any of its Subsidiaries, other than pursuant to and as required by the terms of DSW Stock Awards granted prior to the date hereof; (B) repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of capital stock or other equity interests of DSW or any of its Subsidiaries; or (C) declared, set aside, made or paid to the shareholders of DSW dividends or other distributions on the outstanding shares of capital stock of DSW.

Capital Structure. (i) The authorized capital stock of the Company FNF consists of 20,000,000 (i) 250,000,000 shares of Company FNF Common Stock. As of the date hereof, Stock and (Aii) 1,863,149 3,000,000 shares of Class A preferred stock. At the close of business on May 31, 2006, 175,790,428 shares of FNF Common Stock were issued and outstanding, (B) 2,772,375 13,608,696 shares of Class B FNF Common Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of pursuant to outstanding Company options under FNF Stock Options, Option Plans and (E) no 8,021,507 shares of Company FNF Common Stock were held by the Company FNF in its treasury treasury. Except as set forth above, at the close of business on May 31, 2006, no shares of capital stock or by its Subsidiariesother equity securities of FNF were issued, reserved for issuance or outstanding. The Company Disclosure Letter sets forth a true All outstanding shares of capital stock of FNF are, and complete list of all shares which may be issued pursuant to the outstanding Company FNF Stock OptionsOption Plans will be, including the exercise prices when issued, duly authorized, validly issued, fully paid and vesting schedules therefor. (ii) nonassessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness of FNF having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which the stockholders of FNF may vote ("Voting Debt") of the Company are issued or outstanding. (iii. Except as set forth above or in Section 3.1(b) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanFNF Disclosure Schedule, there are no not any securities, options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character kind to which the Company or any Subsidiary of the Company FNF is a party or by which it is bound obligating the Company or any Subsidiary of the Company it to issue, deliver sell or selldeliver, or cause to be issuedrepurchase, delivered redeem or soldotherwise acquire, additional shares of capital stock or any Voting Debt other equity or voting securities of the Company or of any Subsidiary of the Company FNF, or obligating the Company or any Subsidiary of the Company it to issue, sell, deliver, grant, extend or enter into any such security, option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations Except as disclosed in Section 3.1(b) of the Company FNF Disclosure Schedule, FNF is not a party to or bound by any agreement, proxy or other arrangement restricting the transfer of its Subsidiaries to repurchase, redeem FNF Common Stock or otherwise acquire affecting the voting of any shares of capital stock of the Company or any of its SubsidiariesFNF.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 1,000,000 Shares, of which 560,630 Shares were outstanding and 10,000 Shares were held by the Company in treasury, as of the close of business on December 31, 2004, and 25,000 shares of Company Common Preferred Stock. As , par value $0.01 per share (the “Preferred Shares”), none of which were outstanding as of the date hereofclose of business on December 31, (A) 1,863,149 shares 2004. All of Class A Stock the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of December 31, 2004, there were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding 81,000 Shares reserved for issuance pursuant to the Company Stock Plan, each such option entitling . Section 5.1(b) of the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth contains a true correct and complete list of the each outstanding Company Stock OptionsOption, including the holder, date of grant, exercise prices price and vesting schedules therefor. (ii) No number of Shares subject thereto and also contains a correct and complete list of each outstanding share of Company Restricted Stock, including the holder and the number of Shares of Restricted Stock held by each such holder. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, phantom equity, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which with the stockholders may vote ("Voting Debt") of the Company are issued or outstandingon any matter (“Voting Debt”). (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 20,000,000 (A) 100,000,000 shares of Company Common Stock. As , of which 15,852,856 shares were outstanding as of the date hereof, (AB) 1,863,149 3,000,000 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Preferred Stock, (D) 420,000 shares $.10 par value per share, of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) which no shares of Company Common Stock were held by are outstanding. Since December 31, 2002 to the date of this Agreement, there have been no issuances of shares of the capital stock of the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list any other securities of the Company. All issued and outstanding shares of the capital stock of the Company Stock Optionsare duly authorized, including validly issued, fully paid and nonassessable, and no capital stock is entitled to preemptive rights. There were outstanding as of the exercise prices and vesting schedules therefordate hereof no options, warrants or other rights to acquire capital stock from the Company. No options or warrants or other rights to acquire capital stock from the Company have been issued or granted since December 31, 2002 to the date of this Agreement. (iib) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iiic) All outstanding shares Except as otherwise set forth in this Section, as of the Company's capital stock are validly issued, fully paid and nonassessable and free date of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanAgreement, there are no securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary other voting securities of the Company or obligating the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company. (d) After giving effect to the Aplitec Acquisition and the transactions contemplated in this Agreement and the Aplitec Acquisition Agreement, there will be outstanding 121,514,284 shares of its SubsidiariesCommon Stock and 192,967,138 shares of Convertible Preferred Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereofclose of business on June 15, (A) 1,863,149 shares of Class A Stock were 2018, there are 231,700,000 Company Common Shares outstanding; in addition, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Planhas one sole Company Voting Share outstanding entitled to vote in the election of the Company’s directors, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were which is held by the Company in its treasury or by its SubsidiariesParent. The Company Disclosure Letter sets forth a true and complete list All of the outstanding Company Stock OptionsCommon Shares have been duly authorized and are validly issued, including fully paid and nonassessable. The Company has no Company Common Shares reserved for issuance. Each of the exercise prices outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and vesting schedules therefor. nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance, except to the extent existing under the organizational documents of such Subsidiary or pursuant to applicable Law (ii) No each, a “Lien”). Except as set forth in the Company Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of with the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares holders of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance Shares on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulationsany matter. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 900,000,000 shares of Company Common Stock are authorized and reserved for issuance upon 100,000,000 shares of preferred stock, without par value (the exercise “Company Preferred Stock”). As of outstanding December 3, 2006, (a) 51,024,977 shares of Company Common Stock Options(including the associated Series A Junior Participating Preferred Stock Purchase Rights) were issued and outstanding, and (Eb) no 75,716 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Optionstreasury, including the exercise prices and vesting schedules therefor. (iic) No bonds, debentures, notes or other indebtedness having the right deferred stock units to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All acquire 7,936 shares of Company Common Stock subject were issued and outstanding under the Company’s Long-Term Incentive Plan, (d) stock-settled stock appreciation rights to issuance upon the exercise acquire 680,586 shares of Company Common Stock Options, upon issuance on the terms were issued and conditions specified in the instruments outstanding granted pursuant to which they the Company’s Long Term Incentive Plan, (e) performance shares to acquire 477,870 shares of Company Common Stock were issued and outstanding granted pursuant to the Company’s Long Term Incentive Plan, (f) director stock units to acquire 7,936 shares of Company Common Stock, and (g) no shares of Company Preferred Stock were issued and outstanding. All outstanding shares of capital stock of the Company are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be not subject to or issued in compliance with applicable securities laws and regulations. (iv) violation of any preemptive rights. Except for the Top-Up Option or as specified in the second sentence of this Agreement and the Company Stock PlanSection 3.3, there are no optionsnot issued, reserved for issuance or outstanding (A) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, rightsoptions, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, subscriptions or other rights, agreements or commitments or agreements of any character to which acquire from the Company or any Subsidiary of the Company is a party its Subsidiaries, or by which it is bound obligating any obligation of the Company or any Subsidiary of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has any obligation to repurchase, redeem or otherwise acquire the securities described in the preceding sentence or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock any such securities or (ii) is a party to any Voting Debt of voting agreement or proxy with respect to the Company or voting of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariessecurities.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares 303,822,854 AMEC Shares were issued and outstanding. All of Class A Stock were outstandingthe issued AMEC Shares have been duly authorised, (B) 2,772,375 shares of Class B Stock were outstandingvalidly issued, (C) 29,995 Company Stock Options were outstanding fully paid and non-assessable. Except as set forth above and pursuant to joint venture arrangements existing on the Company Stock Plandate of this Agreement, each such option entitling the holder thereof there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, restricted stock units, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate AMEC or any of its subsidiaries to purchase one share issue or sell any shares or other securities of Company Common StockAMEC or any of its subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, (D) 420,000 shares or giving any person a right to subscribe for or acquire, any securities of Company Common Stock are authorized and reserved for issuance upon the exercise AMEC or any of outstanding Company Stock Optionsits subsidiaries, and (E) no shares securities or obligations evidencing such rights are authorised, issued or outstanding. Upon any issuance of Company Common Stock were held by any AMEC Shares and/or ADSs in accordance with the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list terms of the AMEC Employee Share Plans and this Agreement, such AMEC Shares and ADSs will be duly authorised, validly issued, fully paid and non-assessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance. AMEC does not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the AMEC Shareholders on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstandingmatter. (iiib) All outstanding shares of the Company's capital stock are validly issued, fully paid Each AMEC Option and nonassessable and free of preemptive rights and were issued AMEC Award (i) was granted in compliance in all material respects with all applicable securities laws Laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in of the instruments AMEC Employee Share Plans pursuant to which they are issuableit was issued (ii) in the case of an AMEC Option, will be duly authorized, validly issued, fully paid and nonassessable and free has an exercise price per share of preemptive rights and will be issued AMEC Shares equal to or greater than the fair market value of a share of AMEC Shares on the date of such grant (apart from in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no case of nil cost options, warrantswhich have been granted with an exercise price of zero, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which and options granted at a discount under the Company or any Subsidiary terms of the Company is a party AMEC Savings-Related Option Scheme) or by which it is bound obligating (iii) qualifies for the Company or any Subsidiary of the Company Tax and accounting treatment afforded to issuesuch AMEC Award in AMEC’s Tax Returns and AMEC Reports, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariesrespectively.

Capital Structure. (ia) The As of the Effective Date, the authorized capital stock of the Company Holdings consists of 20,000,000 100,000,000 shares of Company Holdings Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereofEffective Date, (Ai) 1,863,149 [81,400,000] shares of Class A Holdings Common Stock and no shares of preferred stock were issued and outstanding, (Bii) 2,772,375 no options or warrants for shares of Class B Holdings Common Stock were issued and outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, ; and (Eiii) no shares of Company Holdings Common Stock were held by in the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the Company. All the outstanding Company shares of Holdings Common Stock Optionsare duly authorized, including validly issued, fully paid and non-assessable. As of the exercise prices Effective Date, TAI has 1,000 authorized and vesting schedules therefor. (ii) No issued shares of common stock, par value $0.01 per share, all of which shares are owned by Holdings. There are no bonds, debentures, notes or other indebtedness having the right to vote voting rights (or convertible or exchangeable into or exercisable for securities having the right to votesuch rights) on any matters on which stockholders may vote ("Voting Debt") of the Company are Holdings or TAI issued or and outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Planas set forth above, there are no equity interests of Holdings or TAI authorized, issued or outstanding and there are no existing (i) options, warrants, calls, preemptive rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which the Company issued or any Subsidiary unissued equity interests of the Company is a party Holdings or by which it is bound TAI, obligating the Company Holdings or any Subsidiary of the Company TAI to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional shares of capital stock sold any equity interest or any Voting Debt of, or other equity interest in, Holdings or TAI, (ii) securities convertible into or exchangeable for such equity interests or (iii) obligations of the Company Holdings or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company TAI to grant, extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement, arrangement or commitment. Holdings has not granted to any Person any rights to have any securities registered under the Securities Act. (b) There are no outstanding contractual obligations voting trusts, proxies, shareholders agreements or other agreements or understandings to which Holdings is a party with respect to the voting or transfer of the Company equity interests or capital stock of Holdings. Holdings is not a party to any of its Subsidiaries agreement or obligation, contingent or otherwise, to repurchaseredeem, redeem repurchase or otherwise acquire or retire any shares equity interests of capital stock Holdings, whether as a result of the Company transactions contemplated by this Agreement or otherwise. (c) Holdings has not (i) made or agreed to make any split of its Subsidiariesequity interests or dividend, or issued or permitted to be issued any equity interests, or securities exercisable for or convertible into equity interests, of Holdings, (ii), repurchased, redeemed or otherwise acquired any equity or membership interests of Holdings, or (iii) declared, set aside, made or paid any dividends or other distributions on the outstanding equity interests of Holdings.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 Shares and 5,000,000 shares of Company Common Preferred Stock, par value $.01 per share ("Preferred Stock") of the Company. As of the date hereofof this Agreement, (Ai) 1,863,149 shares of Class A Stock 6,733,770 Shares were issued and outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (Eii) no shares of Company Common Stock Shares were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true any of the Company's subsidiaries, (iii) 1,139,556.25 shares of Preferred Stock were issued and complete list of outstanding, (iv) 725,500 Shares were reserved for issuance pursuant to the outstanding Company Stock Options, including and (v) 150,000 Shares were reserved for issuance upon exercise of warrants to purchase Shares disclosed in Section 4.1(c) of the exercise prices Disclosure Schedule (the "Warrants"). All outstanding shares of capital stock of the Company are, and vesting schedules therefor. (iiall shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in Section 4.1(c) No of the Disclosure Schedule, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote ("Voting Debt"vote. Except as set forth above and in Section 4.1(c) of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanDisclosure Schedule, there are no not any securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company its subsidiaries is a party or by which it any of them is bound obligating the Company or any Subsidiary of the Company its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt other voting securities of the Company or of any Subsidiary of the Company its subsidiaries or obligating the Company or any Subsidiary of the Company its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There Except as set forth in Section 4.1(c) of the Disclosure Schedule, there are no outstanding contractual obligations rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company or any of its Subsidiariessubsidiaries or any securities of the type described in the two immediately preceding sentences. The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options and Warrants outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option and Warrant.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists is PhP 40,000,000.00, all of 20,000,000 which are shares of Common Shares, of which 11,640,799 shares of Common Shares are outstanding as of the date of this Agreement. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is legally and beneficially owned by the Company Common Stockor a direct or indirect wholly-owned Subsidiary of the Company, free and clear of Liens. As The Stockholders own, as of the date hereof, all of the issued and outstanding Common Shares (Awhich constitute all of the currently issued and outstanding Shares) 1,863,149 and will own, immediately prior to the Closing, all of the issued and outstanding Shares, all of which shall be reflected in Updated Schedule I, other than nine (9) shares owned by the directors of the Company, as set forth in Section 3.1(b) of the Company Disclosure Schedule (the “Directors’ Qualifying Shares”). The Shares shown on Updated Schedule I shall represent all of the issued and outstanding shares of Class A Stock were outstandingcapital stock of the Company immediately prior to the Closing, (B) 2,772,375 except for the Directors’ Qualifying Shares. Except as set forth above in this Section 3.1(b), there are not any shares of Class B Stock were outstandingcapital stock, voting securities or equity interests of the Company or its Subsidiaries issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments, plans or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interest, or the payment of any amount with respect to such stock, securities or equity interest of the Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or the receipt of any amount with respect to such stock, securities or interest of any Subsidiary of the Company. Immediately following the Closing, Stream or its Subsidiaries will own all of the capital stock of the Company and its Subsidiaries and there will be no other outstanding capital stock of the Company or its Subsidiaries (C) 29,995 Company Stock Options were outstanding other than the Directors’ Qualifying Shares which will be transferred pursuant to this Agreement to individuals designated by Stream); provided, that Stream shall not be entitled to cause the Company Stock Planregistration of the Shares in its name (or the name of a Subsidiary) until it has received appropriate tax clearance and certificate from the BIR authorizing such registration and provided that upon receipt of such BIR clearance and certificate, each such option entitling Stream shall cause the holder thereof to purchase one share registration of Company Common Stock, (D) 420,000 shares the capital stock of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury the stock and transfer books of the Company in the name of Stream or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the its Subsidiaries do not have any shareholder rights plan in effect. The Company and its Subsidiaries do not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes any Contracts or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of with the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations shareholders of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire on any shares of capital stock of the Company or any of its Subsidiariesmatter (“Voting Debt”).

Capital Structure. The Company is authorized to issue a maximum of 55,000,000 Shares with par value of US$0.0001 per Share, of which, as of the date of this Agreement, 33,736,313 Shares are issued and outstanding, of which 33,334 shares are restricted shares issued under the 2010 Equity Incentive Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth in Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 27, 2013 (i“Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Wholly Owned Subsidiary, free and clear of any lien, charge, pledge, security interest, mortgage, claim or other encumbrance (each, a “Lien” and collectively, “Liens”). The authorized Company has no Subsidiaries other than the Wholly Owned Subsidiaries. Except as set forth in this Section 4.2, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of share capital stock or other securities of the Company consists or any of 20,000,000 shares of Company Common Stock. As its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the date hereof, (A) 1,863,149 shares Company or any of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Optionsits Subsidiaries, and (E) no shares of Company Common Stock were held by the Company in its treasury securities or by its Subsidiariesobligations evidencing such rights are authorized, issued or outstanding. The Company Disclosure Letter sets forth a true and complete list of the does not have any outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") with the shareholders of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulationson any matter. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the The Company is not party to a party shareholder rights agreement, “poison pill” or by which it is bound obligating the Company similar agreement or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariesplan.

Capital Structure. (ia) The Its authorized share capital stock of the Company consists of 20,000,000 and outstanding common shares of Company Common Stock. As as of the date hereofset forth in Section 3.2(a) of its Disclosure Letter, (A) 1,863,149 including any shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise or payments of outstanding warrants and outstanding share options or other equity-related securities or awards (such share option and other equity-related award plans, agreements and programs, collectively, in the case of Parent, the “Parent Share Plans” and, in the case of the Company, the “Company Stock OptionsShare Plans”), and (Eare described in Section 3.2(a) no shares of Company Common Stock were its Disclosure Letter. None of its common shares, options or warrants are held by the Company in its treasury it or by its Subsidiaries. The Company All of its outstanding common shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights and were issued in compliance in all material respects with all applicable securities Laws. With regard to the Company, Section 3.2(a) of its Disclosure Letter sets forth a true and complete list of all warrants, options, restricted stock, restricted stock units or other equity-related securities or awards outstanding as of the outstanding date set forth in Section 3.2(a) of the Company Stock OptionsDisclosure Letter, including the name of each holder thereof and the number of Company Common Shares for which any such warrant, option, restricted stock, restricted stock unit or other equity-related security or award is exercisable for as of the date of this Agreement (without regard to any vesting or other limitations with respect thereof), and, where applicable for warrants, options, restricted stock, restricted stock units or other equity-related securities, exercise prices prices, dates of grant, vesting schedules, expiration dates, performance periods, performance targets, and vesting schedules thereforthe Company Share Plan (in the case of the Company), if any, under which such awards were granted. From the date set forth in Section 3.2(a) of its Disclosure Letter through the date of this Agreement, the Company has not issued any warrants, options, restricted stock, restricted stock units or other equity-related securities or award. (b) Section 3.2(b) of its Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of (i) its Subsidiaries (including such Subsidiaries’ jurisdiction of incorporation or organization, the amount of its authorized share capital and the record owners of its outstanding share capital), and (ii) each other Person (other than its Subsidiaries) in which it has, or under an agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest other than Investment Assets in the ordinary course of business. It or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares in the share capital of its Subsidiaries, beneficially and of record, and all such shares are fully paid and nonassessable, are not subject to preemptive rights and are free and clear of any claim, lien or encumbrance. Other than as a result of ownership of its Investment Assets, it does not own or have the right to acquire, directly or indirectly, any share capital or other voting securities of, or ownership interests in, any Person. (c) No bonds, debentures, notes or other indebtedness having the right to vote (or which are exercisable or exchangeable for or convertible or redeemable into or exercisable for securities having the right to vote) on any matters on which stockholders shareholders may vote ("“Voting Debt"”) of the Company it or any of its Subsidiaries are issued or outstanding. (iiid) All outstanding shares Except for warrants, options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Parent Share Plans (in the case of Parent) or the Company Share Plans (in the case of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan), there are no options, warrants, calls, rightsconvertible, convertible redeemable, exercisable or exchangeable securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company it or any Subsidiary of the Company its Subsidiaries is a party or by which it or any such Subsidiary is bound (i) obligating the Company it or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital stock or any Voting Debt or other equity rights of the Company or of any Subsidiary of the Company or obligating the Company it or any Subsidiary of the Company its Subsidiaries, (ii) obligating it or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, convertible, redeemable, exercisable or exchangeable security, right, commitment or agreementagreement or (iii) that provide the economic or voting equivalent of an equity ownership interest in it or any of its Subsidiaries. (e) None of it or any of its Subsidiaries is a party to any agreement relating to disposition, voting or dividends with respect to any equity securities of it or any of its Subsidiaries. To its Knowledge, as of the date of this Agreement, other than (i) in the case of the Company, the Company Shareholder Voting Agreements and the provisions of its (and its Subsidiaries’) memorandum of association and bye-laws or equivalent organizational documents, and (ii) in the case of Parent, the Parent Shareholder Voting Agreements and the provisions of its (and its Subsidiaries’) articles of incorporation and by-laws or equivalent organizational documents, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of its share capital or the share capital of any of its Subsidiaries. There are no outstanding contractual obligations of the Company it or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares in the share capital of capital stock of the Company it or any of its Subsidiaries. (f) Since January 1, 2012, through the date of this Agreement, it has not declared or announced an intention to declare, set aside, made or paid to its shareholders dividends or other distributions on the outstanding shares in its share capital. (g) It has not waived any voting cut-back, transfer restrictions or similar provisions of its or its Subsidiaries’ bye-laws with respect to any of its or their shareholders. (h) Parent and the Merger Sub represent and warrant to the Company that Parent owns all outstanding share capital and any other debt or equity securities of the Merger Sub and no Person has any right to acquire any such share capital or debt or equity securities. (i) In the case of the Company, as of the Effective Time, no former holder of Company Common Shares shall have a right to appoint a director or observer or other similar rights with respect to the board of directors of Parent or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 30,000,000 shares of Company Stock and 20,000,000 shares of Company Common undesignated stock, par value $0.01 per share (“Undesignated Stock”) of which two (2) million shares have been designated Series A 7% Convertible Preferred Stock, 3,500,000 shares have been designated Class B common stock and 10,000 were designated 8% Convertible Preferred Stock. As At the close of the date hereofbusiness on January 11, 2007 (Ai) 1,863,149 12,002,015 shares of Class A Company Stock were issued and outstanding, (Bii) 2,772,375 no shares of Class B Company Stock were outstandingissued but not outstanding (i.e., held as treasury stock), (Ciii) 29,995 363,645 shares of Company Stock were reserved and available for issuance pursuant to outstanding Company Stock Options, (iv) 192,167 shares of Company Stock were reserved and available for issuance pursuant to outstanding Company Warrants and (v) no shares of Company Preferred Stock were issued or outstanding (including, without limitation, as treasury shares). All Company Stock Options were and awards of restricted stock under the PW Eagle, Inc. 1997 Stock Option Plan are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock PlanOptions or Company Warrants will be, each such option entitling when issued in accordance with the holder thereof terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock preemptive rights. There are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") shareholders of the Company may vote. Except as set forth above in this Section 4.03, and subject to Section 6.01, (A) there are issued not issued, reserved for issuance or outstanding. outstanding (iii1) All outstanding any shares of capital stock or other voting securities or equity interests of the Company's , (2) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock are validly issuedor other voting securities or equity interests of the Company, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv3) Except for this Agreement and the Company Stock Plan, there are no options, any warrants, calls, rightsoptions or other rights to acquire from the Company or any of its Subsidiaries, convertible and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, subscriptions, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (4) any stock appreciation rights, phantom “phantom” stock plans or rights, restricted stock equivalentsunits, performance units, rights to receive shares of Company Stock on a deferred basis or other rightsrights (other than as set forth above) that are linked to the value of Company Stock (collectively, commitments “Company Stock-Based Awards”) and (B) there are not any outstanding obligations to repurchase, redeem or agreements of otherwise acquire any character to which the Company such securities or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of such securities. Neither the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or nor any of its Subsidiaries is a party to repurchase, redeem or otherwise acquire any shares voting Contract with respect to the voting of capital stock of the Company or any of its Subsidiariessuch securities.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (ASchedule 5.2(a) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete correct list of the Digital Colony Companies, listing for each of them its name, type of Entity, jurisdiction of organization, and the LA_LAN01:362972.20 issued and outstanding ownership interests together with the amount and/or percentage of such Entity owned by each such Person immediately after giving effect to the Contemplated Transactions (including a schedule of all Persons entitled to share in any Carried Interest or other revenue of any kind together with the amount and/or percentage of the Carried Interest owned by each such Person) of each such Entity (the “Group Interests”) and the name of each record and beneficial owner of any Group Interest. There are no other issued or outstanding equity, economic participation or voting interests in any Digital Colony Company Stock Optionsother than the Group Interests nor are there any debt or other interests outstanding that are convertible into or exchangeable or exercisable for any such equity, including economic participation or voting interests or otherwise have Equity Rights or would have such rights after conversion or exchange. All of the exercise prices issued and vesting schedules thereforoutstanding Group Interests have been duly authorized and validly issued, are fully paid and non-assessable, have not been and will not be issued in violation of any applicable Equity Rights, and have been offered, sold and delivered by the relevant Digital Colony Company, as applicable, in compliance in all material respects with applicable securities and other applicable Laws and Contracts. (iib) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there There are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of Equity Rights (i) obligating any character to which the Digital Colony Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company its respective Affiliates to issue, deliver deliver, redeem, purchase or sell, or cause to be issued, delivered delivered, redeemed, purchased or sold, additional shares of capital stock any Group Interests or any Voting Debt of the Company securities or of obligations convertible or exchangeable into or exercisable for, any Subsidiary of the Company Group Interests, (ii) giving any Person a right to subscribe for or acquire any Group Interests, or (iii) obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Digital Colony Company or any of its Subsidiaries respective Affiliates to repurchaseissue, redeem grant, adopt or otherwise acquire enter into any shares of capital stock of the Equity Right. No Digital Colony Company or any of its respective Affiliates has any outstanding Indebtedness that could entitle or convey to any Person the right to vote, or that is convertible into or exercisable for Group Interests. Except in respect of Carried Interest (as set forth on Schedule 5.2(a)), no Person other than the owners of the Group Interests has an ownership interest or the right to participate in the revenues, profits, goodwill or other assets of any of the Digital Colony Companies, and, to the Knowledge of the Digital Colony Companies, no Person other than the owners of the Group Interests has ever alleged or made any claim that they do have any such right. (c) As of the Closing, after giving effect to the completion of the Contemplated Transactions, the only NFRE Recipients shall be DCMH and its wholly-owned Subsidiaries. (d) None of the Digital Colony Companies have in the aggregate incurred, assumed or guaranteed any Indebtedness in the ordinary course of business that, taken together with other existing guarantees and indebtedness, would result in aggregate Indebtedness of the Digital Colony Companies that is in excess of 2.0 times NFRE for the trailing twelve (12) months in the aggregate at any time of determination. The incurrence, assumption or guarantee of any such Indebtedness is not in the ordinary course of business consistent with past practice for the Digital Colony Companies. (e) The Common Interests issued upon the Conversion will be duly and validly authorized, and if and when issued, will be fully paid and non-assessable and will be free of any Encumbrances (other than Encumbrances contemplated by this Agreement or the Ancillary Agreements or created by Buyer). LA_LAN01:362972.20 (f) The entirety of the Digital Colony Business that generates Fee Revenue and Balance Sheet Management Proceeds is owned by DCMH and its Subsidiaries. Except in respect of the applicable portions of Fee Revenue and Balance Sheet Management Proceeds in which Buyer does not participate with respect to (x) Excluded Assets or (y) any Joint Venture Management Entity (as defined in the DCMH Investor Rights Agreement), DCMH owns directly or indirectly 100% of the equity interests in each Person that receives or is entitled to receive Fee Revenue or Balance Sheet Management Proceeds.

Capital Structure. (ia) The authorized capital stock Purchased Interests represent 100% of the issued and outstanding fully diluted limited liability company interests of the Company consists and Seller is the sole record and beneficial owner of 20,000,000 shares of Company Common Stocksuch interests. As Other than the Purchased Interests, there are no issued or outstanding equity interests, economic interests or voting interests in the Company. All of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are Purchased Interests have been duly authorized and reserved for issuance upon the exercise of outstanding Company Stock Optionsvalidly issued, are fully paid and (E) no shares of Company Common Stock were held non-assessable, have been offered, sold and delivered by the Company in its treasury or by its Subsidiariescompliance in all material respects with applicable securities and other applicable Laws and Contracts and have not been issued in violation of any Equity Rights. The Company Disclosure Letter sets forth a true and complete list Since inception of the outstanding Company, there have been no disputes regarding the ownership of the Company Stock Options, including or the exercise prices right to receive distributions therefrom and vesting schedules thereforto the Knowledge of the Company there are no circumstances likely to give rise to any such dispute. (iib) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there There are no outstanding securities, options, warrants, calls, rights, convertible securitiesconversion rights, subscriptionspreemptive rights, rights of first refusal, redemption rights, repurchase rights, plans, “tag-along” or “drag-along” rights, stock appreciation rightsappreciation, phantom stock plans equity, profits interests or stock equivalentssimilar rights commitments, agreements, arrangements or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound undertakings (“Equity Rights”) (i) obligating the Company or any Subsidiary of the Company to issue, deliver deliver, redeem, purchase or sell, or cause to be issued, delivered delivered, redeemed, purchased or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating interests in the Company or any Subsidiary of securities or obligations convertible or exchangeable into or exercisable for, any interests in the Company, (ii) giving any Person a right to subscribe for or acquire any interests in the Company or (iii) obligating the Company to issue, grant, extend adopt or enter into any such optionEquity Right. The Company does not have outstanding Indebtedness that could entitle or convey to any Person the right to vote, warrantor that is convertible into or exercisable for interests in the Company. No Person other than Seller has an ownership interest or the right to participate in the revenues, callprofits, right, commitment goodwill or agreement. There are no outstanding contractual obligations other assets of the Company. (c) The Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its has no Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 10,000,000 shares of Company Common Stock. As Stock and 1,000,000 shares of Preferred Stock of the date hereofCompany, par value $1.00 per share (the "Company Preferred Stock"), which shares have been designated Series A Preferred Stock (the "Series A Preferred Stock") and Series B Preferred Stock (the "Series B Preferred Stock"). At the close of business on February 26, 2001, (A) 1,863,149 4,943,633 shares of Class A Company Common Stock were outstanding, (B) 2,772,375 18,047 shares of Class B Company Common Stock were outstandingreserved for issuance upon the exercise of outstanding Preferred Stock, (C) 29,995 26,000 Company Stock Options were outstanding pursuant to the Company Stock PlanPlans, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 26,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no 655,091 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries, (F) 16,423 shares of Series A Preferred Stock, were issued and outstanding, and (G) 70,000 shares of Series B Preferred Stock have been reserved for issuance upon exercise of the rights (the "Company Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement dated as of March 31, 1993 between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"). The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement Agreement, the Rights Agreement, the Company Rights, and the Company Stock PlanPlans, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 (x) 100,000,000 shares of Company Common Stock and (y) 6,000,000 shares of Company Preferred Stock. As of the date hereof, there were: (Ai) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 45,798,412 shares of Company Common Stock are authorized issued and reserved for issuance upon the exercise outstanding; (ii) 0 shares of outstanding Company Preferred Stock Optionsissued and outstanding, and (Eiii) no 299 shares of Company Common Stock were held by in the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company; (iv) 1,784,584 shares of Company Common Stock Options, including reserved for issuance upon exercise of options available for grant pursuant to the Company’s stock option plans; (v) 7,376,488 shares of Company Common Stock issuable upon exercise prices of awarded but unexercised stock options; and vesting schedules therefor. (iivi) No bonds, debentures, notes or other indebtedness having warrants representing the right to vote (purchase 20,445,984 shares of Company Common Stock. Except as set forth above, as of the date hereof, there were no shares of capital stock or convertible into or exercisable for other equity securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued issued, reserved for issuance or outstanding. (iii) . All outstanding shares of the Company's capital stock are of the Company are, and all shares which may be issued as described above will be, when issued, duly authorized, validly issued, fully paid and nonassessable and free of not subject to preemptive rights and were issued in compliance with applicable securities laws and regulationsrights. All The shares of Company Common Stock subject to issuance upon be issued in connection with the exercise of Company Stock OptionsMerger (x) will, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuablewhen issued, will be duly authorized, validly issued, fully paid and nonassessable and free of not subject to preemptive rights and (y) will be issued in compliance in all material respects with all applicable federal and state securities laws and regulations. applicable rules and regulations promulgated thereunder. Except as set forth above and in (ivi) Except for this Agreement and Section 3.01(c) of the Company Disclosure Letter and (ii) the Rights Agreement dated as of August 13, 1999, between the Company and American Stock Transfer & Trust Company as Rights Agent (the “Shareholder Rights Plan”), there are no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company other equity or of any Subsidiary voting securities of the Company or obligating the Company or any Subsidiary of the Company to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. As of the date hereof, all of the issued and outstanding shares of common stock in Virium Pharmaceuticals Inc., a Subsidiary of the Company, are owned by the Company, free and clear of any Lien, and as of the Closing Date, all of the common stock of Virium Pharmaceuticals Inc. will be owned by the Company or free and clear of any of its SubsidiariesLien.

Capital Structure. (i) 4.3.1 The authorized capital stock of the Company FPM consists of 20,000,000 100,000,000 shares of Company FPM Common Stock. As , 1,500,000 of which are issued and outstanding as of the date hereofof this Agreement, (A) 1,863,149 and 100,000,000 shares of Class FPM Preferred Stock, 3,500,000 preferred stock are designated Series A Stock were outstandingPreferred Stock, (B) 2,772,375 none of which are issued and outstanding as of the date of this Agreement. All outstanding shares of Class B Stock were outstandingcapital stock of FPM are, (C) 29,995 Company Stock Options were outstanding and all shares which may be issued pursuant to this Agreement and in connection with the Company Stock PlanCapital Raise, each such option entitling the holder thereof will be, when issued, duly authorized, validly issued, fully paid and non-assessable and, not subject to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Optionspreemptive rights, and (E) issued in compliance with all applicable state and federal laws concerning the issuance of securities. Immediately prior to the Closing, there are no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness or other securities of FPM having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") holders of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company FPM Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance may vote. Except as set forth on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanFPM Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company FPM is a party or by which it FPM is bound obligating the Company or any Subsidiary of the Company FPM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt other equity securities of the Company or of any Subsidiary of the Company FPM or obligating the Company FPM to issue, deliver or any Subsidiary sell, or cause to be issued, delivered or sold, additional shares of the Company capital stock or other equity securities of FPM or obligating FPM to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries FPM to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of FPM. Except as set forth on the Company FPM Disclosure Schedule and except for the transaction documents executed in connection with the Capital Raise (including, but not limited to the Securities Purchase Agreement), there are no agreements or arrangements pursuant to which FPM is or could be required to register shares of FPM Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any holder of its SubsidiariesFPM securities with respect to securities of FPM. Upon the Closing, and giving effect to the Capital Raise, FPM’s capital structure shall be as described on Exhibit H hereto. 4.3.2 The authorized capital stock of MergerCo consists of one hundred (100) shares of Common Stock, par value $0.001 per share, fifty (50) of which are issued and outstanding as of the date of this Agreement and held by FPM. All outstanding shares of capital stock of MergerCo are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of MergerCo having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of MergerCo’s Common Stock may vote. Other than as provided in this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which MergerCo is a party or by which MergerCo is bound obligating MergerCo to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of MergerCo or obligating MergerCo to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of MergerCo or obligating MergerCo to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of Company Common Stock. As At the close of business on August 10, 2001: (i) 24,800,816 shares of Common Stock were issued and outstanding (excluding 5,141,812 shares of Common Stock held in the treasury of the date hereof, Company); and (Aii) 1,863,149 3,625,000 shares of Class A Common Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon under the exercise Equity Plans. Section 3.1(c) of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true the holders of all outstanding Options, and the number of shares that each holder is entitled to purchase and exercise prices of each grant to such holders. The Company has delivered to Parent accurate and complete list copies of all stock option plans pursuant to which the Company has stock options outstanding as of the outstanding Company Stock Options, including date hereof and the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") forms of the Company are issued or outstanding. (iii) all stock option agreements evidencing such options. All outstanding shares of the Company's capital stock Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and free not subject to or issued in violation of preemptive rights rights. All outstanding shares of Common Stock, all outstanding Options and were all outstanding shares of capital stock of each Company Subsidiary have been issued and granted, as the case may be, in compliance with (i) all applicable securities laws Laws and regulationsother applicable Laws, and (ii) all requirements set forth in applicable Contracts. All Except (i) as set forth above, and (ii) for shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments issued pursuant to which they Options outstanding on August 21, 2001 that are issuabledescribed on Schedule 3.1(c) of the Company Disclosure Letter, will be duly authorized, validly (x) there are not issued, fully paid and nonassessable and free reserved for issuance or outstanding (A) any shares of preemptive rights and will be issued in compliance with applicable capital stock or other voting securities laws and regulations. of the Company, (ivB) Except any securities convertible into or exchangeable or exercisable for this Agreement and shares of capital stock or voting securities of the Company Stock PlanCompany, there are no options, or (C) any warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, options or other rightsrights to acquire from the Company, commitments or agreements and no obligation of any character to which the Company or any Company Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company is a party or by which it is bound obligating and (y) there are no outstanding obligations of the Company or any Company Subsidiary of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. There are no outstanding (A) securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Voting Debt Company Subsidiary, (B) warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, and no obligation of the Company or of any Company Subsidiary of the Company to issue, any capital stock, voting securities or obligating the Company other ownership interests in, or any Subsidiary of the securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Company to grantSubsidiary, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual (C) obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock Company Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no agreements, arrangements or commitments of any character (contingent or otherwise) entered into in connection with acquisitions pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or any Company Subsidiary or any of its Subsidiariestheir respective assets or calculated in accordance therewith.

Capital Structure. (ia) The authorized capital stock of the Company SOR consists of 20,000,000 1,010,000,000 shares of Company capital stock, of which 1,000,000,000 shares are designated as common stock with par value of $0.01 per share (“SOR Common Stock”), and 10,000,000 shares are designated as preferred stock with a par value of $0.01 per share (“SOR Preferred Stock”). As of the date hereofof this Agreement, (Ai) 1,863,149 65,847,283 shares of Class A SOR Common Stock were issued and outstanding, (Bii) 2,772,375 no shares of Class B SOR Preferred Stock were issued and outstanding, and (Ciii) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 no shares of Company SOR Common Stock are authorized and were reserved for issuance upon redemption of partnership interests of the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its SubsidiariesSOR Operating Partnership. The Company Disclosure Letter sets forth a true and complete list All of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock of SOR are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be were issued in compliance with applicable securities laws and regulationsLaws. There is no other outstanding capital stock of SOR. (ivb) As of the date of this Agreement, all of the partnership interests of the SOR Operating Partnership are held by SOR or a Wholly Owned SOR Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the partnership interests of the SOR Operating Partnership are duly authorized and validly issued and were issued in compliance with applicable securities Laws. (c) All of the outstanding shares of capital stock of each of the SOR Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the SOR Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the SOR Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth on Section 5.1(c) of the SOR Disclosure Letter, SOR or the SOR Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the SOR Subsidiaries, free and clear of all Liens other than Permitted Liens and free of preemptive rights. (d) Except for this Agreement and as set forth in Section 5.4(d) of the Company Stock PlanSOR Disclosure Letter, there are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of SOR or any SOR Subsidiary issued and outstanding (“SOR Voting Debt”). Except as set forth in Section 5.4(d) of the SOR Disclosure Letter, there are no outstanding subscriptions, securities options, warrants, calls, rights, convertible securities, subscriptionsprofits interests, stock appreciation rights, phantom stock plans or stock equivalentsstock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or agreements of any character kind to which the Company SOR or any Subsidiary of the Company SOR Subsidiaries is a party or by which it any of them is bound obligating the Company SOR or any Subsidiary of the Company SOR Subsidiaries to (i) issue, deliver transfer or sellsell or create, or cause to be issued, delivered transferred or sold, sold or created any additional shares of capital stock or any Voting Debt other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the Company or value of any Subsidiary equity security of the Company or obligating the Company SOR or any SOR Subsidiary of the Company to or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such optionsubscriptions, warrantoptions, callwarrants, rightcalls, commitment rights, profits interests, stock appreciation rights, phantom stock, convertible securities or agreement. There are no outstanding contractual obligations of other similar rights, agreements, arrangements, undertakings or commitments or (iii) except as provided under the Company or any of its Subsidiaries to repurchaseSOR SRP, redeem redeem, repurchase or otherwise acquire any such shares of capital stock, SOR Voting Debt or other equity interests. (e) Neither SOR nor any SOR Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of the Company SOR or any of the SOR Subsidiaries. Neither SOR nor any SOR Subsidiary has granted any registration rights on any of its Subsidiariescapital stock other than as set forth in Section 5.4(e) of the SOR Disclosure Letter. No SOR Common Stock is owned by any SOR Subsidiary. (f) All dividends or other distributions on the shares of SOR Common Stock or partnership interests of the SOR Operating Partnership and any material dividends or other distributions on any securities of any SOR Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (i) The authorized capital stock of the Company consists as of 20,000,000 the date hereof, and as of the Effective Time, of 100,000,000 shares of common stock, $.001 par value per share (“Company Common Stock”). Other than the Company Common Stock, no other class or series of capital stock is authorized by the Company. The rights, privileges and preferences of the Company Common Stock are as stated in the Company’s Articles of Incorporation, as amended to date. As of the date hereof, (Ai) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 7,221,598 shares of Company Common Stock are authorized issued and reserved for issuance upon the exercise of outstanding Company Stock Optionsoutstanding, and (Eii) no shares of Company Common Stock were are held by the Company in its treasury or by its Subsidiaries. The treasury, and (iii) 4,780,750 shares of Company Disclosure Letter sets forth a true and complete list Common Stock are reserved for issuance upon exercise of the Stock Options (as hereinafter defined). All issued and outstanding shares of Company Common Stock are, and all shares of Company Common Stock which may be issued upon the exercise of Stock Options will be, duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights and, as to all shares of Company Common Stock which may be issued upon the exercise of Stock Options, including are not subject to any preemptive rights. To the exercise prices and vesting schedules therefor. (ii) No Knowledge of the Company, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any shares of capital stock of the Company, other than the Voting Agreements. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exercisable exchangeable for other securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") the shareholders of the Company are issued or outstanding. (iii) All outstanding shares may vote. Except as set forth above, as of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plandate hereof, there are no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary other voting securities of the Company or obligating the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) of the Company. The Company is not a party to any agreement, arrangement or commitment of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby), or to cause the Company to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or which otherwise relate to the registration of any securities of its Subsidiariesthe Company. There are no declared or accrued dividends on the Company Common Stock.

Capital Structure. (ia) The authorized share capital stock of the Company consists solely of 20,000,000 shares (i) an unlimited number of Company Voting Common Stock. As Shares, of which 5,957,365 shares are issued and outstanding as of the date hereofClosing Date, and (Aii) 1,863,149 shares an unlimited number of Class A Stock were outstandingCompany Non-Voting Common Shares, of which 53,267 are issued and outstanding as of the Closing Date. There are no other issued and outstanding Company Shares and no commitments or Contracts to issue any Company Shares other than: (Bi) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share exercise of Company Common Stock, (D) 420,000 shares of Options under the Company Common Stock Option Plan that are authorized and reserved for issuance upon outstanding immediately prior to the exercise of outstanding Company Stock Options, Closing; and (Eii) no shares of Company Common Stock were held by Debentures and the Company in its treasury or by its Subsidiaries500 Startups Debenture that are outstanding immediately prior to the Closing. The Company holds no treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth forth, as of the Closing Date, (i) a true true, correct and complete list of the outstanding Company Stock OptionsShareholders and the number and type of such shares so owned by such Shareholder, including the exercise prices and vesting schedules therefor. any beneficial holders thereof, if applicable and (ii) No bonds, debentures, notes or other indebtedness having the right number of Company Shares owned by such Company Shareholder after giving effect to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") all conversion rights and anti-dilution and similar adjustments. As of the Closing, there will be no Company Shares that are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulationsUnvested Company Shares. All shares of issued and outstanding Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they Shares are issuable, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Encumbrances, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Company Articles, the Company Bylaws or any Contract to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any Company Shares. There is no Liability for dividends accrued and will be unpaid by the Company. All issued and outstanding Company Shares and all Company Options were issued in compliance with Applicable Law, including applicable securities laws laws, and regulationsall requirements set forth in the Company Articles, the Company Bylaws and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. None of the outstanding Company Shares were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Company. The company is a “private issuer” as defined in Section 2.4 of National Instrument 45-106 – Prospectus Exemptions. (ivb) Except Immediately prior to the Closing, the Company has reserved 1,992,163 Company Shares for this Agreement issuance to employees, non-employee directors and consultants pursuant to the Company Option Plan, of which 1,950,855 shares are subject to outstanding and unexercised Company Options, and 41,308 shares remain available for issuance thereunder. Schedule 2.2(b) of the Company Disclosure Letter sets forth, as of immediately prior to the Closing, a true, correct and complete list of all Optionholders, and each Company Option, whether or not granted under the Company Option Plan, including the number of Company Shares subject to each Company Option, the number of such shares that are vested or unvested, the “date of grant” of such Company Option, the vesting commencement date, the vesting schedule (and the terms of any acceleration thereof), the exercise price per share, the term of each Company Option, the plan from which such Company Option was granted (if any) and the country and state of residence of such Optionholder. In addition, Schedule 2.2(b) of the Company Disclosure Letter indicates, as of immediately prior to the Closing, which Optionholders are Persons that are not employees of the Company (including non-employee directors, consultants, advisory board members, vendors, service providers or other similar Persons), including a description of the relationship between each such Person and the Company. True, correct and complete copies of each Company Option Plan, all agreements and instruments relating to or issued under each Company Option Plan (including executed copies of all Contracts relating to each Company Option and the Company Stock PlanShares purchased under such Company Option) have been provided to Acquirer, and such Company Option Plan and Contracts have not been amended, modified or supplemented since being provided to Acquirer, and there are no agreements, understandings or commitments to amend, modify or supplement such Company Option Plan or Contracts in any case from those provided to Acquirer. Except as set forth on Schedule 2.2(b) of the Company Disclosure Letter, the terms of the Company Option Plan permit the treatment of Company Options as provided herein, without notice to, or the consent or approval of, the Optionholders, the Shareholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such Company Options. (c) As of the Closing Date, there are no optionsauthorized, warrantsissued or outstanding Equity Interests of the Company other than the Company Debentures, callsthe 500 Startups Debenture, rightsthe Company Shares and the Company Options. Other than as set forth on Schedules 2.2(a) and 2.2(b) of the Company Disclosure Letter, convertible securitiesas of the Closing Date, subscriptionsno Person has any Equity Interests of the Company, stock share appreciation rights, phantom stock plans share units, share schemes, calls or stock equivalentsrights, or other rights, commitments or agreements is party to any Contract of any character to which the Company or any Subsidiary of the a Company Securityholder is a party or by which it or its assets is bound bound, (i) obligating the Company or any Subsidiary of the such Company Securityholder to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of capital stock repurchased or redeemed, any Voting Debt Equity Interests of the Company or of other rights to purchase or otherwise acquire any Subsidiary Equity Interests of the Company Company, whether vested or unvested, or (ii) obligating the Company or any Subsidiary of the Company to grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrantCompany Option, call, right or Contract, and there is no condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Equity Interests of the Company. (d) No Company Debt (i) granting its holder the right to vote on any matters on which any Company Securityholder may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting share of the Company, commitment is issued or agreement. There outstanding as of the Closing Date (collectively, “Company Voting Debt”). (e) Except for the Company Articles and the Shareholder Agreements, there are no outstanding contractual obligations Contracts relating to voting, purchase, sale or transfer of any Company Shares (i) between or among the Company and any Company Securityholder, other than written Contracts granting the Company the right to purchase unvested shares upon termination of employment or service, and (ii) to the knowledge of the Company, between or among any of the Company Securityholders. Except as set forth in Schedule 2.2(e) of the Company Disclosure Letter, neither the Company Option Plan nor any Contract of any character to which the Company is a party to or by which the Company or any of its Subsidiaries assets is bound relating to repurchase, redeem any Company Options or Unvested Company Shares requires or otherwise provides for any accelerated vesting of any Company Options or Unvested Company Shares or the acceleration of any other benefits thereunder, in each case in connection with the Transactions or upon termination of employment or service with the Company or Acquirer, or any other event, whether before, upon or following the Closing or otherwise. (f) As of the Closing, (i) the number of Company Shares set forth in the Spreadsheet as being owned by a Person, or subject to Company Options owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Shares or any other Equity Interests of the Company, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any shares Company Shares or Company Options or any other Equity Interests of capital stock the Company and (iii) the Company Shares and Company Options disclosed in the Spreadsheet will be free and clear of any Encumbrances. (g) Schedule 2.2(g) of the Company Disclosure Letter identifies each employee of the Company or other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) options to purchase Company Shares or other equity awards with respect to Company Shares or (ii) other securities of the Company, that in each case, have not been issued or granted as of the Closing Date, together with the number of such options, other equity awards or other securities and any promised terms thereof. (h) Schedule 2.2(h) of its Subsidiariesthe Company Disclosure Letter accurately sets forth with respect to any Company Shares ever repurchased or redeemed by the Company: (i) the name of the seller of such shares; (ii) the number, class and series of shares repurchased or redeemed; (iii) the date of such repurchase or redemption; and (iv) the price paid by the Company for such shares. All Company Shares ever repurchased or redeemed by the Company were repurchased or redeemed in compliance with: (A) Applicable Law, including all applicable securities laws; and (B) all requirements set forth in all applicable Contracts.

Capital Structure. (ia) The authorized share capital stock of the Company consists of 20,000,000 shares 200,000,000 Company Shares. At the close of business on April 3, 2015, 71,016,771 Company Common StockShares were issued and outstanding. As Except as set forth in this Section 4.03(a), at the close of the date hereofbusiness on April 3, (A) 1,863,149 shares of Class A Stock were outstanding2015, (B) 2,772,375 shares of Class B Stock were outstandingno share capital or voting securities of, (C) 29,995 Company Stock Options were outstanding pursuant to or other equity interests in, the Company Stock Planwere issued, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon or outstanding. From the exercise close of outstanding Company Stock Optionsbusiness on April 3, and (E) 2015 to the date of this Agreement, there have been no shares of Company Common Stock were held issuances by the Company in its treasury of share capital or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Optionsvoting securities of, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having equity interests in, the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt"Company. Except as set forth in Section 4.03(a) of the Company are issued or outstandingDisclosure Letter, there is no secured Indebtedness of the Company outstanding that would give rise to a consent right of a secured creditor under the Cayman Companies Law. (iiib) All outstanding shares of the Company's capital stock are validly issuedCompany Shares are, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be not subject to, or issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Companies Law, the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans Articles or stock equivalents, or other rights, commitments or agreements of any character Contract to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating otherwise bound. All grants of equity awards or other rights with respect to Company Shares to current or former directors, officers, employees, agents or consultants of the Company have been made in accordance with the terms of the Company’s 2013 Equity Incentive Plan and award agreements thereunder and any policy of the Company or the Board of Directors of the Company (the “Company Board”) (including any Subsidiary committee thereof), the Exchange Act and all other applicable Laws, including the rules of NASDAQ, relating to the grant of such awards or rights. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of (x) any share capital stock or any Voting Debt of the Company voting securities of, or of any Subsidiary of the Company or obligating other equity interests in, the Company or any Subsidiary securities of the Company convertible into or exchangeable or exercisable for shares of share capital or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options or other rights to acquire from the Company, or any other obligation of the Company to grantissue, extend deliver or enter into sell, or cause to be issued, delivered or sold, any such optionshare capital or voting securities of, warrantor other equity interests in, callthe Company or (z) any rights issued by or other obligations of the Company that are linked in any way to the price of any class of Company share capital or any shares of share capital or voting securities of, rightor other equity interests in, commitment or agreement. There are no outstanding contractual obligations the Company, the value of the Company, any part of the Company or any dividends or other distributions declared or paid on any share capital or voting securities of, or other equity interests in, the Company. Except for acquisitions, or deemed acquisitions, of its Subsidiaries Company Shares, there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of share capital stock or voting securities or other equity interests of the Company or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote (“Company Voting Debt”). The Company is not a party to any voting agreement with respect to the voting of any share capital or voting securities of, or other equity interests in, the Company. The Company is not a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company.

Capital Structure. (ia) The As of the close of business on the Business Day immediately preceding the date of this Agreement (or as of the date hereof, with respect to the Class C Shares), the authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (Ai) 1,863,149 shares of 500,000 Class A Stock Shares, without par value (the “Class A Shares”), of which 121,450 Class A Shares were outstanding, (Bii) 2,772,375 shares of 2,000,000 Class B Stock Shares, without par value (the “Class B Shares”), of which 403,325 Class B Shares were outstanding, (Ciii) 29,995 Company Stock Options 24 Class C Shares, without par value (the “Class C Shares”), of which no Class C Shares were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Optionsoutstanding, and (Eiv) no 2,000,000 Class E Shares, without par value (the “Class E Shares,” and together with the Class A Shares, the Class B Shares and the Class C Shares, the “Shares”), of which 86,370 Class E Shares were outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Each of the outstanding shares of Company Common Stock were held capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company in its treasury or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Disclosure Letter sets forth a true and complete list of the does not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the Shareholders on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreementmatter. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares Share or any security of capital stock of the Company, any Subsidiary, or any other Person. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of any Subsidiary or the Company other than the Voting Agreements. Other than as set forth in Section 3.2(a) of the Company Disclosure Letter, there is no obligation by the Company or any of its Subsidiaries to make any payments based on the market price or value of the Shares. (b) Section 3.2(b) of the Company Disclosure Letter contains a correct and complete list of all outstanding LTIP Units granted by the Company, including whether the LTIP Unit is a Full Value Unit or an Appreciation Unit, the holder, grant date, performance cycle, vesting schedule and, where applicable, base value. (c) Section 3.2(c) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person (other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company), and the Company or its Subsidiaries, as applicable, have good and valid title to any such capital stock, equity interests or other direct or indirect ownership interests.

Capital Structure. (ia) The outstanding Company Common Shares and authorized share capital stock and conditional share capital as of the date and time set forth in Section 4.2(a) of the Company consists of 20,000,000 Disclosure Letter, including any shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise or payments of outstanding warrants and outstanding share options or other equity-related securities or awards (such share option and other equity-related award plans, agreements and programs, collectively, the “Company Stock OptionsShare Plans”), and (Eare described in Section 4.2(a) no of the Company Disclosure Letter. Excluding shares of Company Common Stock were held by the Company in its as treasury stock, none of the Company Common Shares, options or warrants are held by the Company or by its the Company’s Subsidiaries. The All of the Company Common Shares have been, and all Company Common Shares reserved for issuance shall be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or shall be when issued (as the case may be) fully paid and nonassessable and, except as arising under applicable Swiss Law, not subject to preemptive rights and were issued, or will be issued (as the case may be), in compliance in all material respects with all applicable securities Laws. Section 4.2(a) of the Company Disclosure Letter sets forth a true and complete list of all warrants, options, restricted stock, restricted stock units or other equity-related securities or awards outstanding as of the outstanding date set forth in Section 4.2(a) of the Company Stock OptionsDisclosure Letter, including the name of each holder thereof and the number of Company Common Shares for which any such warrant, option, restricted stock, restricted stock unit or other equity-related security or award is exercisable for as of the date of this Agreement (without regard to any vesting or other limitations with respect thereof), and, where applicable for warrants, options, restricted stock, restricted stock units or other equity-related securities, exercise prices prices, dates of grant, vesting schedules, expiration dates, performance periods, performance targets, and vesting schedules thereforthe Company Share Plan, if any, under which such awards were granted. (b) Section 4.2(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of (i) the Company’s Subsidiaries (including such Subsidiaries’ jurisdiction of incorporation or organization and the record owners of its outstanding share capital), and (ii) each other Person (other than its Subsidiaries) in which the Company has, or under an agreement has the right to acquire at any time by any means, directly or indirectly, an equity interest other than Company Investment Assets in the ordinary course of business. The Company or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares in the share capital of its Subsidiaries, beneficially and of record, and all such shares are fully paid and nonassessable, are not subject to preemptive rights and are free and clear of any claim, lien or encumbrance (other than a Permitted Encumbrance). Other than as a result of ownership of the Company Investment Assets, the Company does not own or have the right to acquire, directly or indirectly, any share capital or other voting securities of, or ownership interests in, or any interest convertible into or exchangeable or exerciseable for any share capital or other voting securities of, any Person (other than its Subsidiaries). (c) No bonds, debentures, notes or other indebtedness having the right to vote (or which are exercisable or exchangeable for or convertible or redeemable into or exercisable for securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote ("“Company Voting Debt"”) of the Company or any of its Subsidiaries are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (ivd) Except for this Agreement and warrants, options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Company Stock PlanShare Plans, there are no options, warrants, calls, rightsconvertible, convertible redeemable, exercisable or exchangeable securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it or any such Subsidiary is bound (i) obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital stock or any Company Voting Debt or other equity rights of the Company or any of any Subsidiary of the Company or its Subsidiaries, (ii) obligating the Company or any Subsidiary of the Company its Subsidiaries to grant, extend or enter into any such option, warrant, call, convertible, redeemable, exercisable or exchangeable security, right, commitment or agreementagreement or (iii) that provide the economic or voting equivalent of an equity ownership interest in the Company or any of its Subsidiaries. (e) Except for agreements with employees or directors relating to options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Company Share Plans, none of the Company or any of its Subsidiaries is a party to any agreement relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries. There To the Company’s Knowledge, as of the date of this Agreement, other than the provisions of the Company’s (and its Subsidiaries’) articles of association and organizational regulations or equivalent organizational documents there are no voting trusts, proxies or other agreements or understandings with respect to the voting of its share capital or the share capital of any of its Subsidiaries. Except in connection with purchases made under the Company’s Share Repurchase Program, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of in the share capital stock of the Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 (i) 14,000,000 shares of Company Common Stock. As , of which, as of April 26, 2000, 6,099,135 shares are issued and outstanding, and (ii) 1,000,000 shares of Preferred Stock, par value $.01 per share, none of which, as of the date hereofof this Agreement, (A) 1,863,149 are issued and outstanding. No other capital stock of Company is authorized or issued and outstanding. All of the issued and outstanding shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share capital stock of Company Common Stockand its Subsidiaries have been duly authorized and validly issued, (D) 420,000 are fully paid and nonassessable and were not granted in violation of any statutory or contractual preemptive rights. The Company Disclosure Schedule shows the number of shares of Company Common Stock are authorized and reserved for future issuance upon pursuant to stock options granted and outstanding as of March 31, 2000, the exercise of outstanding Company Stock Options, plans under which such options were granted and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments award agreements pursuant to which they are issuable"non-plan" options were granted (collectively, will be duly authorizedthe "STOCK PLANS"), validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Persons to whom such options were granted. Except as set forth in the Company Stock PlanDisclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, calls or other rights, agreements or commitments or agreements of any character pursuant to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it is bound obligating the Company or any Subsidiary of the Company may become obligated to issue, deliver or sell, transfer or cause to be issuedotherwise dispose of, delivered or soldpurchase, additional redeem or otherwise acquire, any shares of capital stock of, or any Voting Debt of the other equity interests in, Company or of any Subsidiary of the Company its Subsidiaries or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchasegrant, redeem extend, or otherwise acquire enter into any such subscription, option , warrant, call or other agreement or commitment, and there are no outstanding securities convertible into or exchangeable for any such capital stock or other equity interests. Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of every class of its Subsidiaries, free and clear of all liens, security interests, pledges, charges and other encumbrances. Except for its ownership of 100% of the capital stock of Sunrise Publications, Inc., Company has no direct or indirect equity ownership interest in any corporation, limited liability company, partnership, joint venture or other business association. Neither Company nor any of its SubsidiariesSubsidiaries is a party to any voting trust, proxy or other voting agreement or understanding with respect to any shares of the capital stock of Company.

Capital Structure. (ia) The As of the date hereof the authorized capital stock of the Company consists of 20,000,000 50,000,000 shares of common stock, par value $0.01 per share (the “Company Common StockShares”), of which 37,885,230 shares were outstanding as of the close of business on September 30, 2007. Each Company Common Share is entitled to one (1) vote on all matters submitted to a vote or other action by the shareholders of the Company. All of the issued and outstanding Company Common Shares have been duly authorized, validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable federal and state securities laws. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 hereof other than 213,763 Company Stock Options were outstanding pursuant to Common Shares reserved for issuance under the Company Stock Option Plan, the Company has no Company Common Shares reserved for issuance. Section 3.02 of the Disclosure Schedule contains a correct and complete list as of the date hereof of each such outstanding option entitling the holder thereof to purchase one share Company Common Shares under the Company Stock Option Plan, including (i) the number of Company Common StockShares subject to such Company Stock Option, (Dii) 420,000 the exercise price of such Company Stock Option, (iii) the date on which such Company Stock Option was granted, (iv) the applicable vesting schedule and expiration date of such Company Stock Option. Except as set forth in Section 3.02 of the Disclosure Schedule, each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company, free and clear of any Lien. Except as set forth above and in Section 3.02 of the Disclosure Schedule, as of the date hereof, there are no outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, commitments, preemptive or other rights or agreements of any kind that obligate the Company Common Stock are authorized and reserved or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or that give any Person a right to subscribe for issuance upon or acquire, any securities of the exercise Company or any of outstanding Company Stock Optionsits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding (E) collectively, the “Company Equity Rights”). There are no shares voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of Company Common Stock were held by the capital stock of the Company in its treasury or by its Subsidiariesto which the Company nor, to the Company’s knowledge, is there any such agreement, as of the date hereof to which a shareholder of the Company is a party. The Company Disclosure Letter sets forth a true and complete list of the does not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") with the shareholders of the Company are issued or outstanding. (iii) All on any matter other than, on and after the Initial Closing, the Exchangeable Notes. As of the date hereof, the outstanding shares of the Company's ’s capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued owned as set forth in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary Section 3.02 of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesDisclosure Schedule.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of Common Stock, no par value per share (“Company Common Stock”), and 100,000 shares of Company Common Preferred Stock, no par value per share (“Company Preferred Stock”). As At the close of the date hereofbusiness on September 20, 2006, (Ai) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 12,965,250 shares of Company Common Stock are authorized were issued and reserved for issuance upon the exercise outstanding, (ii) no shares of outstanding Company Preferred Stock Optionswere issued and outstanding, and (Eiii) no shares of Company Common Stock were held by the Company in its treasury treasury, and (iv) 367,500 shares of Company Common Stock were reserved for issuance pursuant to the Company Warrants (defined below). At the close of business on September 20, 2006, the Company had granted options to purchase 230,000 shares of Company Common Stock under the Company Option Plan. Except as set forth above, at the close of business on September 20, 2006, no shares of capital stock or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights linked to the price of Company Common Stock Optionsand granted under the Company Option Plan. All outstanding shares of Company Common Stock are, including and all such shares that may be issued prior to the exercise prices Effective Time will be when issued, duly authorized, validly issued, fully paid and vesting schedules therefor. (ii) No nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the FBCA, the Company’s articles of incorporation or bylaws or any contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders the Company’s shareholders may vote ("“Voting Company Debt") ”). Except as set forth above or in the Company Disclosure Letter, as of the Company are issued or outstanding. (iii) All outstanding shares date of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanAgreement, there are no not any options, warrants, calls, rights, convertible or exchangeable securities, subscriptions“phantom” stock rights, stock appreciation rights, phantom stock plans stock-based performance units, commitments, Contracts (as defined in Section 3.04(a)), arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Company Subsidiary of the Company is a party or by which it any of them is bound (i) obligating the Company or any Company Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any Voting Debt security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of the or any Voting Company or Debt, (ii) obligating the Company or any Company Subsidiary of the Company to issue, grant, extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company capital stock. There As of the date of this Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. Section 3.02 of its Subsidiariesthe Company Disclosure Letter sets forth a true and complete list of the outstanding Company Options and the outstanding Company Warrants together with the number of shares of Company Common Stock subject thereto and the exercise price thereof.

Capital Structure. (i) The authorized capital stock of the Company IUB consists of 20,000,000 3,000,000 shares of Company common stock, without par value ("IUB Common Stock. As of the date hereof"), (A) 1,863,149 1,250,897 shares of Class A Stock were outstanding, (B) 2,772,375 shares which are outstanding and none of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock which are authorized and reserved for issuance upon or held by IUB in its treasury; and 400,000 shares of preferred stock, without par value, with respect to which the exercise board of outstanding Company Stock Optionsdirectors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights (E) "IUB Preferred Stock"). There are no shares of Company Common IUB Preferred Stock were outstanding, reserved for issuance or held by the Company IUB in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefortreasury. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") Debt of the Company are IUB is issued or outstanding. (iii) . All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company IUB Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free not subject to preemptive rights. 12 (iii) Except as set forth in any IUB SEC Document (as defined in Section 3.2(d) hereof) filed prior to the date hereof or the letter dated and delivered to PTC on the date hereof (the "IUB Letter"), which relates to this Agreement and is designated therein as being the IUB Letter, there is no option, warrant, call, right (including any preemptive right), commitment or any other agreement of preemptive any character that IUB or any Subsidiary is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or any securities or rights and will be issued convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of IUB or any Subsidiary, or to provide funds to, or make an investment (in compliance with applicable securities laws and regulationsthe form of a loan, capital contribution or otherwise) in, any of IUB's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other Person. (iv) Except as set forth in any IUB SEC Document filed prior to the date hereof or the IUB Letter, and except for this Agreement and the Company Stock PlanAgreement, there are is no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, voting trust or other rights, commitments agreement or agreements of any character understanding to which the Company IUB or any Subsidiary is a party, or may be bound by, with respect to the voting of the Company is a party or by which it is bound obligating the Company capital stock of IUB or any Subsidiary of Subsidiary. (v) Since December 31, 1994, except as set forth in any IUB SEC Document filed prior to the Company to issuedate hereof or the IUB Letter, deliver IUB has not (A) issued or sell, or cause permitted to be issued, delivered or sold, additional issued any shares of capital stock stock, or securities exercisable for or convertible into shares of capital stock, of IUB or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grantSubsidiary; (B) repurchased, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem redeemed or otherwise acquire acquired, directly or indirectly through any Subsidiary, any shares of capital stock of the Company IUB or any Subsidiary (other than the acquisition of its Subsidiariestrust account shares); or (C) declared, set aside, made or paid to shareholders of IUB dividends or other distributions on the outstanding shares of capital stock of IUB, other than regular quarterly cash dividends at a rate not in excess of the regular quarterly dividend most recently declared by IUB prior to September 30, 1997.

Capital Structure. (ia) The Effective as of the Closing, the authorized capital stock of the Company consists shall consist of 20,000,000 30,000,000 shares of Company Common StockStock and 5,000,000 shares of Preferred Stock $.001 par value per share. As of June 26, 2003, the date hereof, (A) 1,863,149 number of shares of Class A Common Stock were outstanding, issued and outstanding is 10,354,325 (B) 2,772,375 excluding any shares issued upon exercise of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Planafter June 19, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options2003), and (E) no shares of Company Common Preferred Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All . The outstanding shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as disclosed in the Company Disclosure Letter, there are no options, warrants or other rights to purchase any of the Company's authorized and unissued capital stock and, further, there are no preemptive rights or rights of first refusal with respect to the Company's capital stock are validly issuedor agreements which, fully paid through anti-dilution protection or otherwise, obligate the Company to issue its capital stock. (b) Concurrently with the delivery of this Agreement, the Company is delivering to the Parent a complete and nonassessable and free correct list, as of preemptive the date of this Agreement, of each holder of outstanding stock options or other rights and were issued in compliance with applicable securities laws and regulations. All to purchase or receive Company Common Stock (collectively, the "Company Stock Options"), the number of shares of Company Common Stock subject to issuance upon the exercise of such Company Stock OptionsOption, upon issuance on the terms and conditions specified in name of the instruments Company Stock Plan pursuant to which they are issuablesuch Company Stock Option was granted, the exercise price of such Company Stock Option, the vesting schedule of such Company Stock Option, the extent to which such Company Stock Option is vested, the Tax status under Section 422 of the Code of such Company Stock Option, the term of such Company Stock Option and the events (including the Merger, the Closing, the performance of any duties or transactions required hereunder or termination of service following the Merger) which could accelerate the vesting of such Company Stock Option. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued by the Company before the Effective Time will be be, when issued, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights. Except as set forth in this Section 3.3 (including pursuant to the conversion or exercise of the securities referred to above) and except pursuant to Company Stock Options issued in compliance with applicable as expressly permitted by the terms of Section 5.1(b), (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities laws and regulations. (iv) Except for this Agreement and of the Company Stock Planor any of its Subsidiaries (other than shares of capital stock or other voting securities of such Subsidiaries that are directly or indirectly owned by the Company free and clear of Liens), there are no options(B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, the Company or any of its Subsidiaries, or (C) any warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, options or other rights, commitments or agreements of any character rights to which acquire from the Company or any Subsidiary of the Company is a party or by which it is bound obligating its Subsidiaries, and no obligation of the Company or any Subsidiary of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its Subsidiaries and (ii) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of such securities. Neither the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or nor any of its Subsidiaries is a party to repurchaseany voting trust, redeem proxy or otherwise acquire other agreement with respect to the voting of any shares of capital stock of such securities (not including any such agreement with the Company or any of its SubsidiariesParent).

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 14,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 of which 8,200,765 shares of Company Common Stock are were outstanding as of the close of business on January, 10, 2018, and 1,000,000 shares of preferred stock, par value $0.001 per share of the Company, none of which were outstanding immediately prior to the execution and delivery by the Company of this Agreement. All of the outstanding shares of Common Stock have been duly authorized and reserved for issuance upon the exercise of outstanding are validly issued, fully paid and nonassessable. The Company Stock Options, and (E) has no shares of Company Common Stock were held reserved for future issuance. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company in its treasury or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Disclosure Letter sets forth a true and complete list of the does not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matters on which stockholders may vote matter. ("Voting Debt"b) Section 2.2(b) of the Company are issued Disclosure Letter sets forth (i) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or outstandingPersons in each such Subsidiary and (ii) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (ivc) Except for as expressly contemplated by this Agreement and the Company Stock PlanAgreement, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, voting trusts or other rights, commitments agreements or agreements of any character understandings to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem is a party or otherwise acquire to the Company’s Knowledge with respect to the voting of any shares of capital stock of the Company or any of its Subsidiaries. (d) There are no contracts, agreements or understandings granting any Person registration rights or other similar rights to have any securities of the Company registered for resale pursuant to a registration statement filed with the SEC or otherwise registered for resale.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 30,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 par value $0.001 per share and 10,000,000 shares of Company preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on September 30, 1999, 3,307,318 shares of Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company preferred stock. All outstanding shares of Common Stock were held have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the Company holders thereof and have been issued in its treasury or by its Subsidiariescompliance with all federal and state securities laws. The Company Disclosure Letter sets has no subsidiaries. Except as set forth a true and complete list in Section 3.2 of the outstanding Company Stock OptionsDisclosure Schedule, including there are no (a) options, warrants, stock appreciation rights or other similar rights, agreements, arrangements or commitments of any character obligating the exercise prices and vesting schedules therefor. Company to issue or sell shares of its capital stock, (iib) No notes, bonds, debentures, notes debentures or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") the shareholders of the Company are issued may vote or outstanding. (iiic) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or any other capital stock of the Company of, or any equity interest in, the Company. The Shares, the Warrant and the Warrant Shares (collectively, the "SECURITIES") have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and are validly issued. The Shares are, and, when issued pursuant to the terms and conditions set forth in the Warrant, the Warrant Shares will be, fully paid and non-assessable, and no holder of its Subsidiaries.Securities is or will be subject to personal

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 (i) 14,000,000 shares of Company Common Stock, of which, as of the date of this Agreement, 6,014,403 shares are issued and outstanding, and (ii) 1,000,000 shares of Preferred Stock, par value $.01 per share, none of which, as of the date of this Agreement, are issued and outstanding. As No other capital stock of Company is authorized or issued and outstanding. All of the issued and outstanding shares of capital stock of Company and its Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not granted in violation of any statutory or contractual preemptive rights. The Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of the date hereof, (A) 1,863,149 shares of Class A Stock the plans under which such options were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized granted and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments award agreements pursuant to which they are issuable"non-plan" options were granted (collectively, will be duly authorizedthe "STOCK PLANS"), validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Persons to whom such options were granted. Except as set forth in the Company Stock PlanDisclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, calls or other rights, agreements or commitments or agreements of any character pursuant to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it is bound obligating the Company or any Subsidiary of the Company may become obligated to issue, deliver or sell, transfer or cause to be issuedotherwise dispose of, delivered or soldpurchase, additional redeem or otherwise acquire, any shares of capital stock of, or any Voting Debt of the other equity interests in, Company or of any Subsidiary of the Company its Subsidiaries or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchasegrant, redeem extend, or otherwise acquire enter into any such subscription, option , warrant, call or other agreement or commitment, and there are no outstanding securities convertible into or exchangeable for any such capital stock or other equity interests. Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of every class of its Subsidiaries, free and clear of all liens, security interests, pledges, charges and other encumbrances. Except for its ownership of 100% of the capital stock of Sunrise Publications, Inc., Company has no direct or indirect equity ownership interest in any corporation, limited liability company, partnership, joint venture or other business association. Neither Company nor any of its SubsidiariesSubsidiaries is a party to any voting trust, proxy or other voting agreement or understanding with respect to any shares of the capital stock of Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereofof this Agreement, Atlantic has authorized capital stock consisting solely of: (Ai) 1,863,149 100,000,000 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Atlantic Common Stock, of which 15,553,709 shares are issued and outstanding as of the date hereof (D) 420,000 exclusive of 20,776 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no options to acquire shares of Company Atlantic Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true Stock); and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds25,000,000 shares of preferred stock, debentures$0.01 par value per share (the “Preferred Stock”, notes or other indebtedness having together with the right to vote (or convertible into or exercisable for securities having Atlantic Common Stock, the right to vote) on any matters on “Atlantic Stock”), none of which stockholders may vote ("Voting Debt") are issued and outstanding as of the Company are date hereof. All of the issued or outstanding. (iii) All and outstanding shares of the Company's capital stock Atlantic Stock are duly and validly issued, fully paid and nonassessable and free of preemptive rights were offered, issued and were issued sold in compliance with applicable securities laws and regulationsall Applicable Law. All To the knowledge of Atlantic, no Person has any right of rescission or claim for damages under Applicable Laws with respect to the issuance of any shares of Company Common the Atlantic Stock subject to issuance upon previously issued. None of the exercise shares of Company the Atlantic Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be has been issued in compliance with applicable securities laws and regulationsviolation of any preemptive or other rights of its respective stockholders. (ivb) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary All of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional issued and outstanding shares of capital stock of Atlantic Coast Bank are, on the date of this Agreement, and on the Closing Date will be, held by Atlantic. (c) Except as set forth in Section 2.4(c) of the Disclosure Schedule, neither Atlantic nor any of its Subsidiaries has outstanding any options or other securities which are either by their terms or by contract convertible or exchangeable into capital stock of Atlantic or any Voting Debt such Subsidiary, or any other securities or debt of Atlantic or any such Subsidiary, or any preemptive or similar rights to subscribe for or to purchase, or any options or warrants or agreements or understandings for the purchase or the issuance (contingent or otherwise) of, rights to acquire or vest in, or any calls, commitments or claims of any character relating to, its capital stock or securities convertible into its capital stock. Except as set forth in Section 2.4(c) of the Company Disclosure Schedule, neither Atlantic nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to issue, repurchase or otherwise acquire or retire, or to register, any shares of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreementits capital stock. There are no outstanding contractual obligations or authorized phantom stock, stock appreciation, profit participation or similar rights with respect to any shares of Atlantic Stock. (d) Except for restrictions required by applicable securities Laws and as set forth in the Voting Agreement or Section 2.4(d) of the Company Disclosure Schedule, there is no agreement, arrangement or any of its Subsidiaries understanding to repurchase, redeem which Atlantic is a party restricting or otherwise acquire relating to the transfer of any shares of capital stock of the Company Atlantic. (e) All shares of Atlantic Stock or other capital stock, or any other securities or debt, of its SubsidiariesAtlantic, which have been purchased or redeemed by Atlantic have been purchased or redeemed in accordance with all Applicable Law, including all federal and state securities Laws, and no such purchase or redemption has resulted or will, with the giving of notice or lapse of time, or both, result in a default or acceleration of the maturity of, or otherwise modify, any agreement, note, mortgage, bond, security agreement, loan agreement or other contract or commitment of Atlantic. (f) Except as set forth in Section 2.4(f) of the Disclosure Schedule, no Person beneficially owns more than five percent (5%) of the issued and outstanding shares of Atlantic Common Stock.

Capital Structure. (ia) The authorized There are 245,000,000 shares of capital stock of the Company consists authorized, comprised of 20,000,000 (i) 200,000,000 Company Common Shares, of which 160,000,000 are issued and outstanding as of the date hereof and (ii) 45,000,000 Company Preferred Shares, none of which are issued and outstanding as of the date hereof. As of immediately prior to the issuance of the Series A Preferred Stock of the Company pursuant to the terms of the Debt Exchange Agreement, but following the filing of the Company Certificate of Designations (as defined below), in each case as contemplated by the Debt Exchange Agreement, there will be 245,000,000 shares of capital stock of the Company authorized, comprised of (A) 200,000,000 authorized Company Common StockShares of which 160,000,000 are and will be issued and outstanding as of immediately prior to the Effective Time and (B) 45,000,000 authorized Company Preferred Shares, of which not more than 6,000,000 shares will be designated and issued as Series A Preferred Stock pursuant to the terms of the Debt Exchange Agreement as of immediately prior to the Effective Time. All of the issued and outstanding Company Common Shares have been duly authorized and validly issued, are fully paid and non-assessable, and are not subject to any preemptive rights and have not been issued in violation of any preemptive or similar rights of any Person. As of the date hereof, (A) 1,863,149 shares all of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were the issued and outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock Shares are authorized owned legally and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held beneficially by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets Persons set forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt"Schedule 5.5(a) of the Company are Disclosure Schedules. Except for the Company Common Shares and the Company Preferred Shares, no other class in the share capital of the Company is authorized or issued or outstanding. (iiib) All outstanding shares Except as set forth on Schedule 5.5(b) of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanDisclosure Schedules, there are no no: (i) outstanding options to purchase Company Common Shares; (ii) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, convertible securitiesrights of exchange, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character kind providing for the purchase, issuance or sale of any share of the Company; or (iii) agreements with respect to which the Company or any Subsidiary of the Company is a party Common Shares, including any voting trust, other voting agreement or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariesproxy with respect thereto.

Capital Structure. (ia) The authorized capital stock of the Company HT consists of 20,000,000 70,000 shares of Company HT Common Stock. As , of which 70,000 shares are issued and outstanding as of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and no shares are issued and held as treasury shares by HT. The HT Disclosure Schedule sets forth all holders of HT Common Stock and the Company Stock Plan, there are no number of shares owned. The HT Disclosure Schedule also sets forth any options, warrants, calls, conversion rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rightscontracts, phantom stock plans understandings, restrictions, arrangements or stock equivalents, or other rights, commitments or agreements rights of any character (each, an "HT OPTION") to which the Company or any Subsidiary of the Company HT is a party or by which it is HT may be bound obligating the Company or any Subsidiary of the Company HT to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or any Voting Debt of the Company or of any Subsidiary of the Company HT, or obligating the Company or any Subsidiary of the Company HT to grant, extend extend, or enter into any such option, warrant, call, conversion right, commitment conversion payment, commitment, agreement, contract, understanding, restriction, arrangement or agreement. There are no right. (b) All outstanding contractual obligations shares of the Company or any of its Subsidiaries to repurchaseHT Common Stock are, redeem or otherwise acquire and any shares of capital stock HT Common Stock issued upon exercise of any Outstanding HT Options will be, validly issued, fully paid, nonassessable and not subject to any preemptive rights (other than those which have been duly waived), or to any agreement to which HT is a party or by which HT may be bound. HT does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which (i) have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of shares of HT Common Stock on any matter ("HT VOTING DEBT") or (ii) are or will become entitled to receive any payment as a result of the Company execution of this Agreement or any the completion of its Subsidiariesthe transactions contemplated hereby. (c) Other than the HT Note, no other promissory notes have been issued by HT.

Capital Structure. (ia) The authorized capital stock All of the outstanding equity interests of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are have been duly authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, are fully paid and nonassessable and free of preemptive rights and were not issued in compliance with violation of any preemptive rights. The Company Equity Interests are the only outstanding equity interests of the Company and there are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments obligating the Company to issue or sell any of its equity interests or securities convertible into or exchangeable for equity interests of the Company. ▇▇▇▇▇▇ Intermediate owns all of the Company Equity Interests free and clear of all Encumbrances other than Permitted Encumbrances and ▇▇▇▇▇▇▇ LLC had the applicable securities laws power and regulationsauthority to contribute the Company Equity Interests to the JV Entity through the ▇▇▇▇▇▇▇ Equity Assignment Transactions. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified Except as set forth in the instruments pursuant Agreement Regarding Consent Rights, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to which they are issuable, will be the voting or transfer of the equity interests of the Company. (b) All of the outstanding equity interests of ▇▇▇▇▇▇ Merger Co. have been duly authorized, authorized and validly issued, are fully paid and nonassessable and free of preemptive rights and will be were not issued in compliance with applicable securities laws violation of any preemptive rights. ▇▇▇▇▇▇ Intermediate owns all of the outstanding equity interests of ▇▇▇▇▇▇ Merger Co. free and regulations. (iv) Except for this Agreement clear of all Encumbrances other than Permitted Encumbrances and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans warrants or stock equivalents, rights of conversion or other rights, agreements, arrangements or commitments obligating ▇▇▇▇▇▇ Merger Co. to issue or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or sell any of its Subsidiaries equity interests or securities convertible into or exchangeable for equity interests of ▇▇▇▇▇▇ Merger Co. Except as set forth in the Agreement Regarding Consent Rights, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to repurchase, redeem the voting or otherwise acquire any shares of capital stock transfer of the Company equity interests of ▇▇▇▇▇▇ Merger Co. (c) All of the outstanding equity interests of ▇▇▇▇▇▇ Intermediate have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rights. The JV Entity owns all of the outstanding equity interests of ▇▇▇▇▇▇ Intermediate free and clear of all Encumbrances other than Permitted Encumbrances and there are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments obligating ▇▇▇▇▇▇ Intermediate to issue or sell any of its Subsidiariesequity interests or securities convertible into or exchangeable for equity interests of ▇▇▇▇▇▇ Intermediate. Except as set forth in the Agreement Regarding Consent Rights, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the equity interests of ▇▇▇▇▇▇ Intermediate.

Capital Structure. (a) Section 4.6(a) of the Disclosure Letter sets forth, as of the date hereof, the share capitalization of the Company and all the outstanding options, warrants or rights to acquire any share capital of the Company. There are no disputes, arbitrations or litigation proceedings involving the Company with respect to the share capital of the Company. (b) (i) The authorized Except as set forth in Section 4.6 (b) of the Disclosure Letter, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and there have not been any issuances of capital securities or options, warrants or rights to acquire the capital securities of the Company; (ii) all outstanding shares of the capital stock of the Company consists are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of 20,000,000 any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Company’s Certificate of Incorporation, Bylaws or any Contract to which the Company is a party or otherwise bound; and (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock. As capital stock of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules thereforCompany. (iic) No (i) there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Common Stock may vote ("“Voting Company Debt"”); and (ii) other than as set forth in Section 4.6 (c) of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanDisclosure Letter, there are no options, warrants, calls, rights, convertible or exchangeable securities, subscriptions“phantom” stock rights, stock appreciation rights, phantom stock plans stock-based performance units, commitments, Contracts, arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company is a party Party or by which it is bound (A) obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any Voting Debt security convertible or exercisable for or exchangeable into any capital stock of the Company or of any Subsidiary of the Company or obligating other equity interest in, the Company or any Subsidiary of Voting Company Debt, or (B) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreement. There are no outstanding contractual obligations undertaking. (d) The stockholder list set forth in Section 4.6 (d) of the Company or any Disclosure Letter is a current shareholder list generated by the Company’s stock transfer agent, and, to the Knowledge of its Subsidiaries to repurchasethe Company, redeem or otherwise acquire any such list accurately reflects all of the issued and outstanding shares of the Company’s capital stock as of the Company or any of its Subsidiariesdate hereof.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 350,000,000 shares of Company Common Stock. As of the date hereofcapital stock, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 which have been classified as 300,000,000 shares of Company Common Stock are authorized and reserved for issuance upon 50,000,000 shares of Company Preferred Stock. At the exercise close of outstanding Company Stock Optionsbusiness on May 20, and 2023 (Ei) no 134,224,313 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true issued and complete list of the outstanding Company Stock Optionsoutstanding, including the exercise prices and vesting schedules therefor. (ii) No 7,933,711 shares of Company Series A Preferred Stock were issued and outstanding, (iii) 4,595,175 shares of Company Series C Preferred Stock were issued and outstanding, (iv) 508,677 shares of Company Common Stock were reserved for issuance pursuant to awards outstanding under the Company 2018 Plan, (v) 8,528,885 shares of Company Common Stock were reserved for issuance upon a conversion of awards of LTIP Units pursuant to the Company 2021 OP Plan and (vi) 172,921 shares of Company Common Stock reserved for issuance upon conversion of Company Partnership Units. One hundred twenty thousand (120,000) shares of Company Preferred Stock is designated as Series B Preferred Stock, none of which is outstanding, and reserved for issuance in accordance with the stockholder rights plan adopted pursuant to the Company Rights Agreement (the “Company Rights Plan”). All issued and outstanding shares of the capital stock of the Company are and all shares of Company Common Stock reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Except as set forth on Section 4.3(a) of the Company Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters matter on which stockholders may vote ("Voting Debt") holders of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject or other equity holders of such Company Subsidiary may vote. There are no other rights to issuance upon purchase or receive the exercise Company Common Stock granted under the Company Equity Plans, the company benefit plans or otherwise other than the Company Restricted Stock. (b) The Company is the sole general partner of Company Stock OptionsOperating Partnership, upon issuance and the Company owns, directly or indirectly, all of the general partner interests in Company Operating Partnership, free and clear of Liens (other than Permitted Liens). Section 4.3(b) of the Company Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of limited partnership interests held by, each partner in Company Operating Partnership. Other than such limited partnership interests set forth on Section 4.3(b) of the terms Company Disclosure Letter, the Company owns all of the issued and conditions specified in the instruments outstanding Company Partnership Units, free and clear of Liens (other than Permitted Liens or Liens arising pursuant to which they the Company Partnership Agreement). (c) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are issuable, will be duly authorized, validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and free validly issued. All shares of preemptive capital stock of (or other ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options or exchange rights and are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 4.3(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued in compliance with applicable and outstanding capital stock and other equity interests of each of the Company Subsidiaries, free and clear of all Liens (other than Permitted Liens), and there are no existing options, warrants, calls, subscriptions, convertible securities laws and regulationsor other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other equity interests of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, equity interests or securities convertible into or exchangeable for shares of its capital stock or equity interests. (ivd) Except for this Agreement and as set forth on Section 4.3(d) of the Company Stock Disclosure Letter or pursuant to the Company Rights Plan, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rightsrights of first refusal, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Company Subsidiary of the Company is a party or by which it any of them is bound bound, obligating the Company or any Company Subsidiary of the Company to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt equity interest of the Company or of any Subsidiary of the Company Subsidiaries or obligating the Company or any Company Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreementundertaking. There As of the date of this Agreement, except as expressly provided in the Company Partnership Agreement or pursuant to the Company Rights Plan, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock, Company Partnership Units or other equity interests of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Plans). Except as set forth on Section 4.3(d) of the Company Disclosure Letter, none of the Company, Company Operating Partnership or any Company Subsidiary is a party to or, to the knowledge of the Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock or other equity interest of the Company or any of its the Company Subsidiaries. (e) Section 4.3(e) of the Company Disclosure Letter sets forth a true, complete and correct list of all Persons who, as of the close of business on May 22, 2023, held outstanding Company Restricted Stock, indicating, with respect to each share of Company Restricted Stock then outstanding, the type of award granted, the number of shares of Company Common Stock subject to such Company Restricted Stock, the date of grant, and the vesting schedule. All shares of Company Restricted Stock were (i) granted, accounted for, reported and disclosed in accordance with the applicable Laws, accounting rules and stock exchange requirements and (ii) validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on the Company’s financial statements in accordance with GAAP. (f) All dividends or other distributions on the outstanding shares of Company Common Stock, Company Preferred Stock, Company Partnership Units and any dividends or distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (i) The authorized number of shares and type of all authorized, issued and outstanding capital stock of the Company, Platinum Beijing, Platinum Hong Kong and PRC Sub, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 2.01(c). Except as set forth in Schedule 2.01(c), no shares of capital stock or other equity securities of the Existing Company Entities are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Planhaving the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 2.01(c), there are no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Existing Company or any Subsidiary of the Company is Entities are a party or by which it is they are bound obligating the any Existing Company or any Subsidiary of the Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company other equity or of any Subsidiary voting securities of the Company or obligating the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock or other securities under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of its Subsidiariesthe Company with respect to securities of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 2,000,000,000 shares of Company Common Stock. As Stock of which 1,669,861,379 shares of Common Stock are outstanding as of the date hereof. Upon the Plan Effective Date and in accordance with the Plan of Reorganization, (A) 1,863,149 the authorized capital stock of the Reorganized Company will consist of such number of shares of Class A Common Stock were outstandingsufficient to effect the EFH Issuance, (B) 2,772,375 of which the only outstanding shares will be the shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon issued in the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its SubsidiariesEFH Issuance. The Company Disclosure Letter sets forth a true and complete list All of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and free non-assessable. Upon the issuance of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon in connection with the exercise EFH Issuance, such shares of Company Common Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable non-assessable. As of the date hereof, other than up to 34,864,474 shares of Common Stock issuable pursuant to the terms of outstanding awards under the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and free its Affiliates (the “Company Stock Plan”), there are no options to purchase shares of Common Stock issued and outstanding. Upon the Plan Effective Date and in accordance with the Plan of Reorganization, there will be no options to purchase shares of Common Stock issued and outstanding. Except as provided in the Plan of Reorganization, upon the issuance of shares of Common Stock in connection with the EFH Issuance, there will be no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Reorganized Company to issue or sell any shares of capital stock or other equity securities of the Reorganized Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Reorganized Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. At the time of issuance of shares of Common Stock in connection with the EFH Issuance, all shares of Common Stock issued pursuant to the Plan of Reorganization will be issued in compliance with the registration requirements under, or an applicable securities exemption from, the Securities Act, and any applicable “blue sky” laws and regulationsor will otherwise be exempt from such registration requirements pursuant to Section 1145 of the Bankruptcy Code. (ivii) Except for this Agreement and As of the date hereof, the Company Stock Planholds all of the outstanding limited liability company interests in EFIH. All of the outstanding limited liability company interests in EFIH have been duly authorized and are validly issued, fully paid and non-assessable (except to the extent that such non-assessability is limited by the MGCL or the DGCL, as the case may be). Upon the Plan Effective Date, the outstanding limited liability company interests held by the Company as of the date hereof shall constitute all of the outstanding limited liability company interests in Reorganized EFIH, and such limited liability company interests are duly authorized, validly issued, fully paid and non-assessable (except to the extent such non-assessability is limited by the MGCL or the DGCL, as the case may be). As of the date hereof and upon consummation of the First Closing, there are and will be no options to purchase any limited liability company interests in EFIH. As of the Plan Effective Date, there will be no preemptive or other outstanding rights, options, warrants, conversion rights, appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate EFIH to issue or sell any limited liability company interests or other equity securities of EFIH or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of EFIH, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (iii) None of the Subsidiaries of the Company own any shares of Common Stock or any limited liability company interests in EFIH. Section 5.1(b)(iii) of the Company Disclosure Letter sets forth a list, as of the date hereof, of the Company’s Subsidiaries other than EFIH (the “Other Subsidiaries”) and the Company’s direct or indirect equity interests therein. Each of the outstanding shares of capital stock or other equity securities of each of the Other Subsidiaries held by the Company or one of its Subsidiaries is duly authorized, validly issued, fully paid and non-assessable (except to the extent that such non-assessability is limited by the MGCL or the DGCL, as the case may be). Except as set forth in Section 5.1(b)(iii) of the Company Disclosure Letter, all of the outstanding shares of capital stock or other equity interests in each Other Subsidiary is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”), other than Liens granted pursuant to the EFIH First Lien DIP and restrictions on transfer arising under applicable securities laws. There are no preemptive or other outstanding rights, convertible securitiesoptions, subscriptionswarrants, conversion rights, stock appreciation rights, phantom stock plans or stock equivalentsperformance units, or other redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements rights of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of kind that obligate the Company or any of its Subsidiaries to repurchase, redeem issue or otherwise acquire sell any shares of capital stock or other equity securities of any Other Subsidiary or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of any Other Subsidiary, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (iv) Neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement listed in Section 5.1(b)(iv) of the Company Disclosure Letter that was made or entered into in the ordinary course of business consistent with past practice, with respect to, direct or indirect, wholly owned Subsidiaries of the Company or pursuant to a Contract (as defined below) binding on the Company or any of its Subsidiaries made available to Parent. For purposes of this Agreement, a “wholly owned Subsidiary” of any Person shall include any Subsidiary of such Person of which all of the shares of capital stock or other equity interests are owned by such Person or one or more wholly owned Subsidiaries of such Person, as applicable. (v) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which any of the foregoing is bound relating to the voting or registration of any equity securities of the Company or any of its Subsidiaries. (vi) Except with respect to the right to vote on a plan of reorganization of the Debtors under the Bankruptcy Code in connection with the Chapter 11 Cases, no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which equity holders may vote, are issued or outstanding.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As as of the date hereof, of this Agreement consists of (Ai) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 100,000,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (Eii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (“Company Preferred Stock”). (b) As of the close of business on February 9, 2006: (i) 20,259,819 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held by in the treasury of the Company; (iv) 2,432,011 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options granted pursuant to the Company Stock Plans; and (v) 2,110,698 shares of Company Common Stock were duly reserved for future issuance pursuant to the exercise of Company Warrants. Except as described above, as of the close of business on the day prior to the date hereof, there were no shares of voting or non-voting capital stock, equity interests or other securities of the Company authorized, issued, reserved for issuance or otherwise outstanding. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plans, the Company Stock Options and the Company Warrants will be, when issued against payment therefor in its treasury accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or by its Subsidiariesissued in violation of, any preemptive, subscription or any kind of similar rights. The Company Disclosure Letter sets forth has no outstanding shares of Company Common Stock that are subject to a true and complete list right of repurchase that will survive the outstanding Company Stock Options, including the exercise prices and vesting schedules thereforMerger. (iid) No There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. may vote. Except as described in subsection (iiib) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Planabove, there are no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind (contingent or otherwise) to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary other voting securities of the Company or obligating the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. Neither the Company nor the Company Subsidiary is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and Company Warrants outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting (other than those set forth in the Company Stock Plans). (f) All of the issued and outstanding shares of Company Common Stock and all of the issued and outstanding Company Warrants and Company Stock Options were issued in compliance in all material respects with all applicable federal and state securities Law. (g) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) or other security or equity interests of the Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 2.3, and except as set forth on Schedule 2.3(g) of the Company Disclosure Schedule, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or the Company Subsidiary or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company or the Company Subsidiary based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) of the Company or to cause the Company or the Company Subsidiary to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company or the Company Subsidiary. (h) Other than the Company Voting Agreements, there are no voting trusts, proxies or other agreements, commitments or understandings to which the Company or the Company Subsidiary or, to the knowledge of the Company, any of its Subsidiariesthe stockholders of the Company, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of the Company or the Company Subsidiary.

Capital Structure. (ia) The authorized capital stock Section 4.03(a) of the Company consists of 20,000,000 shares of Company Common Stock. As Amneal Disclosure Letter sets forth, as of the date hereofof this Agreement, each of the Existing Amneal Members and lists the Amneal LLC Interests owned by each such Existing Amneal Member. Except the Amneal LLC Interests owned by the Existing Amneal Members, as of the date of this Agreement, there are no issued or outstanding limited liability company interests or other equity interests in Amneal. (Ab) 1,863,149 shares There are no outstanding stock appreciation rights, rights to receive Amneal LLC Interests on a deferred basis or other rights that are linked to the value of Class A Stock were outstandingAmneal LLC Interests granted under the Amneal Plans. All outstanding Amneal LLC Interests are, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding and all Amneal LLC Interests which may be issued pursuant to the Company Stock PlanAmneal Plans will be, each such option entitling when issued in accordance with the holder thereof terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules thereforpreemptive rights. (iic) No Except as set forth above in Section 4.03(a), there are no bonds, debentures, notes or other indebtedness of Amneal having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders the Existing Amneal Members may vote vote. Except as set forth above in Section 4.03(a), ("Voting Debt"i) there are not issued, reserved for issuance or outstanding (A) any securities of the Company are issued Amneal or outstanding. (iii) All outstanding any of its Subsidiaries convertible into or exchangeable or exercisable for shares of the Company's capital stock are validly issued, fully paid and nonassessable and free or voting securities of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares Amneal or any of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. its Subsidiaries or (ivB) Except for this Agreement and the Company Stock Plan, there are no options, any warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans options or stock equivalentsother rights to acquire from Amneal or any of its Subsidiaries, or other rights, commitments or agreements any obligation of any character to which the Company Amneal or any Subsidiary of the Company is a party its Subsidiaries to issue, any capital stock, voting securities or by which it is bound obligating the Company securities convertible into or exchangeable or exercisable for capital stock or voting securities of Amneal or any Subsidiary of the Company its Subsidiaries and (ii) there are not any outstanding obligations of Amneal or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreementsecurities. There are no outstanding contractual obligations of the Company or Neither Amneal nor any of its Subsidiaries is a party to repurchase, redeem or otherwise acquire any shares voting agreement with respect to the voting of capital stock of the Company or any of its Subsidiariessuch securities.

Capital Structure. (ia) The authorized capital stock Schedule 4.2(a) sets forth the issued and outstanding membership interests of the Company consists and each record and beneficial owner of 20,000,000 shares such interests. Other than the Purchased Interests or as set forth on Schedule 4.2(a), there are no issued or outstanding equity interests, economic interests or voting interests in the Company, and Buyer will own all record and beneficial membership interests of Company Common Stock. As every class of the date hereof, (A) 1,863,149 shares Company upon consummation of Class A Stock were outstanding, (B) 2,772,375 shares the Transactions. All of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are Purchased Interests have been duly authorized and reserved for issuance upon the exercise of outstanding Company Stock Optionsvalidly issued, are fully paid and (E) no shares of Company Common Stock were held non-assessable, have been offered, sold and delivered by the Company in its treasury or by its Subsidiariescompliance in all material respects with applicable securities and other applicable Laws and Contracts and have not been issued in violation of any Equity Rights. The Company Disclosure Letter sets forth a true and complete list Since inception of the outstanding Company, there have been no disputes regarding the ownership of the Company Stock Options, including or the exercise prices and vesting schedules thereforright to receive distributions therefrom. (iib) No bondsExcept as set forth on Schedule 4.2(b), debentures, notes or other indebtedness having the right to vote Company has no Subsidiaries. (or convertible into or exercisable for securities having c) Except as set forth in the right to vote) on any matters on which stockholders may vote ("Voting Debt") Organizational Documents of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance as set forth on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanSchedule 4.2(c), there are no outstanding securities, options, warrants, calls, rights, convertible securitiesconversion rights, subscriptionspreemptive rights, rights of first refusal, redemption rights, repurchase rights, plans, “tag-along” or “drag-along” rights, stock appreciation rightsappreciation, phantom stock plans equity, profits interests or stock equivalentssimilar rights commitments, agreements, arrangements or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound undertakings (“Equity Rights”) (i) obligating the Company or any Subsidiary of the Company to issue, deliver deliver, redeem, purchase or sell, or cause to be issued, delivered delivered, redeemed, purchased or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating interests in the Company or any Subsidiary of securities or obligations convertible or exchangeable into or exercisable for, any interests in the Company, (ii) giving any Person a right to subscribe for or acquire any interests in the Company or (iii) obligating the Company to issue, grant, extend adopt or enter into any such optionEquity Right. The Company does not have outstanding Indebtedness that could entitle or convey to any Person the right to vote, warrantor that is convertible into or exercisable for interests in the Company. Except for employment arrangements as set forth on Schedule 4.2(c), callno Person other than the Sellers has an ownership interest or the right to participate in the revenues, rightprofits, commitment goodwill or agreement. There are no outstanding contractual obligations other assets of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesCompany.

Capital Structure. (ia) The authorized capital stock Company Common Stock consists solely of the Company consists of 20,000,000 54,550 shares of Company Common Stock. As A total of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 54,550 shares of Company Common Stock are authorized issued and reserved for issuance upon outstanding as of the exercise of outstanding Company Stock OptionsAgreement Date, and (E) there are no other issued and outstanding shares of Company Common Stock were held by and no commitments or Contracts to issue any shares of Company Common Stock other than pursuant to the exercise of Company in its treasury or by its SubsidiariesWarrants that are outstanding as of the Agreement Date. The Company holds no treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth forth, as of the Agreement Date, (i) a true true, correct and complete list of the outstanding Company Stock OptionsShareholders and the number and type of such shares so owned by such Company Shareholder, including the exercise prices and vesting schedules therefor. any beneficial holders thereof, if applicable and (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") number of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All such shares of Company Common Stock subject to issuance upon that are Unvested Company Shares, including as applicable the exercise number and type of such Unvested Company Shares, the per share purchase price paid for such Unvested Company Shares, the vesting schedule in effect for such Unvested Company Shares (and the terms of any acceleration thereof), the per share repurchase price payable for such Unvested Company Shares and the length of the repurchase period following the termination of service of the holder of such Unvested Company Shares. All issued and outstanding shares of Company Common Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and and, as of the Closing Date, shall be free of any Encumbrances, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Organizational Documents or any Contract to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Common Stock. There is no Liability for dividends accrued and will unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Applicable Law any shares of Company Common Stock, any Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Common Stock and all Company Warrants were issued in compliance with Applicable Law and all requirements set forth in the Organizational Documents and any applicable securities laws and regulationsContracts to which the Company is a party or by which the Company or any of its assets is bound. (ivb) Except for this The Company has never granted Company Options and no Company Options have ever been outstanding. (c) Schedule 2.2(c) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all Company Warrantholders, including the number of shares and type of Company Common Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Stock PlanWarrant. True, correct and complete copies of each Company Warrant have been provided to Acquirer, and such Company Warrants have not been amended or supplemented since being provided to Acquirer, and there are no Contracts providing for the amendment or supplement of such Company Warrants. The terms of the Company Warrants permit the treatment of Company Warrants as provided herein, without notice to, or the consent or approval of, the Company Warrantholders, the Company Shareholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such Company Warrants. (d) As of the Agreement Date, there are no optionsauthorized, warrantsissued or outstanding Equity Interests of the Company other than shares of Company Common Stock and Company Warrants. Other than as set forth on Schedules 2.2(a), calls2.2(b) and 2.2(c) of the Company Disclosure Letter, rightsas of the Agreement Date, convertible securities, subscriptionsno Person has any Equity Interests of the Company, stock appreciation rights, phantom stock plans units, share schemes, calls or stock equivalentsrights, or other rights, commitments or agreements is party to any Contract of any character to which the Company or any Subsidiary of the a Company Securityholder is a party or by which it or its assets is bound bound, (i) obligating the Company or any Subsidiary of the such Company Securityholder to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of capital stock repurchased or redeemed, any Voting Debt Equity Interests of the Company or of other rights to purchase or otherwise acquire any Subsidiary Equity Interests of the Company Company, whether vested or unvested, or (ii) obligating the Company or any Subsidiary of the Company to grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrantCompany Warrant, call, right or Contract. (e) No Company Debt (i) granting its holder the right to vote on any matters on which any Company Securityholder may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, commitment is issued or agreement. outstanding as of the Agreement Date (collectively, “Company Voting Debt”). (f) There are no outstanding contractual obligations Contracts relating to voting, purchase, sale or transfer of any Company Common Stock (i) between or among the Company and any Company Securityholder, other than written Contracts granting the Company the right to purchase unvested shares upon termination of employment or service, and (ii) to the knowledge of the Company, between or among any of the Company Securityholders. No Contract of any character to which the Company is a party to or by which the Company or any of its Subsidiaries assets is bound relating to repurchase, redeem any Unvested Company Shares requires or otherwise provides for any accelerated vesting of any Unvested Company Shares or the acceleration of any other benefits thereunder, in each case in connection with the Transactions or upon termination of employment or service with the Company or Acquirer, or any other event, whether before, upon or following the Closing or otherwise. (g) As of the Closing, (i) the number of shares of Company Common Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Warrants owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Common Stock or any other Equity Interests of the Company, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any shares of capital stock Company Common Stock, Company Warrants or any other Equity Interests of the Company and (iii) the shares of Company Common Stock and/or Company Warrants disclosed in the Spreadsheet will be free and clear of any Encumbrances. (h) Schedule 2.2(h) of the Company Disclosure Letter identifies each employee of the Company or other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) options to purchase shares of Company Common Stock or other equity awards with respect to Company Common Stock or (ii) other securities of the Company, that in each case, have not been issued or granted as of the date of this Agreement, together with the number of such options, other equity awards or other securities and any of its Subsidiariespromised terms thereof.

Capital Structure. (ia) The authorized capital stock of the Company Capital Stock consists solely of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 4,511,690 shares of Class A Stock were which are issued and outstanding, (B) 2,772,375 and there are no other issued and outstanding shares of Class B Company Capital Stock were outstanding, (C) 29,995 and no commitments or Contracts to issue any shares of Company Capital Stock Options were outstanding other than pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share exercise of Company Common Stock, (D) 420,000 shares of Company Common Stock Warrants that are authorized outstanding and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiarieshave been made available to Acquirer. The Company does not hold any treasury shares. Schedule 2.2(a) of the Company Disclosure Letter sets forth a true true, correct and complete list of the outstanding Company Stock OptionsStockholders and the number and type of such shares so owned by such Company Stockholder, including the exercise prices and vesting schedules therefor. (ii) No bondsany beneficial holders thereof, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are if applicable. All issued or outstanding. (iii) All and outstanding shares of the Company's capital stock Company Capital Stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and to the Company’s knowledge are free of any Encumbrances, and are free of any outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Certificate of Incorporation, the Bylaws or any Contract to which the Company is a party or by which the Company or any of its assets are bound. The Company has not ever declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and will be unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Applicable Law any shares of Company Capital Stock or other Equity Interests of the Company. All issued and outstanding shares of Company Capital Stock were issued in compliance with Applicable Law and all requirements set forth in the Certificate of Incorporation, the Bylaws and any applicable securities laws and regulationsContracts to which the Company is a party or by which the Company or any of its assets are bound. (ivb) Except for this Agreement Schedule 2.2(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Warrantholders, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Stock PlanWarrant. True, correct and complete copies of each Company Warrant have been made available to Acquirer, and such Company Warrants have not been amended or supplemented since being made available to Acquirer, and there are no optionsContracts providing for the amendment or supplement of such Company Warrants. The terms of the Company Warrants permit the treatment of Company Warrants as provided herein, warrantswith applicable notice to the Company Warrantholders, callsthe Company Stockholders or otherwise with acceleration of the exercise schedule in effect for such Company Warrants. (c) As of the Agreement Date, rightsexcept for the exercise of the Company Warrants listed on Schedule 2.2(b) and the conversion of the Convertible Note, convertible securitiesSchedule 2.2(c) of the Company Disclosure Letter sets forth the all amounts of additional shares of Company Common Stock to be issued after the Agreement Date but prior to Closing. The Company has not issued any Company Options. There are no authorized, subscriptionsissued or outstanding Equity Interests of the Company other than shares of Company Capital Stock and Company Warrants. Other than as set forth on Schedules 2.2(a), 2.2(b) and 2.2(c) of the Company Disclosure Letter, no Person has any Equity Interests of the Company, stock appreciation rights, phantom stock plans units, share schemes, calls or stock equivalentsrights, or other rights, commitments or agreements is party to any Contract of any character to which the Company or any Subsidiary of the a Company Securityholder is a party or by which it or its assets is bound bound, (i) obligating the Company or any Subsidiary of the a Company Securityholder to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of capital stock repurchased or redeemed, any Voting Debt Equity Interests of the Company or of other rights to purchase or otherwise acquire any Subsidiary Equity Interests of the Company Company, whether vested or unvested, or (ii) obligating the Company or any Subsidiary of the Company to grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such optionCompany Option, warrantCompany Warrant, call, right or Contract. (d) No Company Debt (i) granting its holder the right to vote on any matters on which any Company Stockholder may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, commitment is issued or agreement. outstanding. (e) There are no outstanding contractual obligations Contracts relating to voting, purchase, sale or transfer of any Company Capital Stock (i) between or among the Company, on the one hand, and any Company Stockholder, on the other hand, other than written Contracts granting the Company the right to purchase unvested shares upon termination of employment with or service to the Company, and (ii) to the knowledge of the Company, between or among any of the Company Securityholders. No Contract of any character to which the Company is a party to or by which the Company or any of its Subsidiaries to repurchase, redeem assets are bound requires or otherwise provides for the acceleration of any benefits thereunder, in each case in connection with the Transactions or upon termination of employment or service with the Company or Acquirer, or any other event, whether before, upon or following the Effective Time or otherwise. (f) As of the Closing, (i) the number of shares of Company Capital Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Warrants owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Capital Stock or any other Equity Interests of the Company, (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any shares of capital stock Company Capital Stock, Company Options, Company Warrants or any other Equity Interests of the Company and (iii) to the knowledge of the Company, the shares of Company Capital Stock and/or Company Warrants disclosed in the Spreadsheet will be free and clear of any Encumbrances, except for Permitted Encumbrances or Encumbrances that will be removed at Closing. (g) Schedule 2.2(g) of the Company Disclosure Letter identifies each employee of the Company or any other Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, or right to purchase or receive: (i) warrants to purchase shares of its SubsidiariesCompany Common Stock or other equity awards with respect to Company Capital Stock or (ii) other Equity Interests of the Company that, in each case, have not been issued or granted, together with the number of such options, other equity awards or other securities and any promised terms thereof. (h) The Company has not and will not incur any unsatisfied Liability or obligation to withhold Taxes under Section 409A of the Code with respect to the issuance of any Equity Interests in the Company prior to the Agreement Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 10,000,000 shares of Company Common Stock are authorized and reserved for issuance upon 2,500,000 shares of preferred stock, par value $0.01 per share (the exercise “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”), of outstanding which as of the date of this Agreement, (a) 6,748,056 shares of Company Common Stock Optionsand no shares of Company Preferred Stock were issued and outstanding, and (Eb) no 99,200 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiariesand (c) 920,750 shares of Company Common Stock were subject to outstanding Options and 304,000 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans. The Company Disclosure Letter sets Except as set forth a true and complete list above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of Company Common Stock Optionsare, including and all such shares that may be issued prior to the exercise prices Effective Time will be when issued, duly authorized, validly issued, fully paid and vesting schedules therefor. (ii) No nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares holders of Company Common Stock subject to issuance upon may vote (“Voting Company Debt”). Except as set forth above, as of the exercise date of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanAgreement, there are no not any options, warrants, calls, rights, convertible or exchangeable securities, subscriptions“phantom” stock rights, stock appreciation rights, phantom stock plans stock-based performance units, commitments, Contracts, arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Company Subsidiary of the Company is a party or by which it any of them is bound (i) obligating the Company or any Company Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any Voting Debt security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of the or any Voting Company or Debt, (ii) obligating the Company or any Company Subsidiary of the Company to issue, grant, extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or agreementundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock. There As of the date of this Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. Following the consummation of its Subsidiariesthe Merger, there will not be outstanding any rights, warrants, options or other securities entitling the holders thereof to purchase, acquire or otherwise receive any shares of the capital stock of the Company or any Company Subsidiary (or any other securities exercisable for or convertible into such Shares).

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 10,600,000 Shares and 894,000 shares of Company Common Stock. As preferred stock of the Company ("Company Preferred Shares"). At the close of business on the last business day immediately preceding the date hereofhereof (the "Measurement Date"), (Ai) 1,863,149 shares of Class A Stock 3,838,742 Shares were issued and outstanding, (Bii) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock 3,336,419 Shares were held by the Company in its treasury treasury, (iii) 106,000 shares of Series A Participating Preferred Stock, par value $1 per share (the "Participating Preferred"), were reserved for issuance pursuant to the Company Rights Agreement, and (iv) other than the Participating Preferred, no other Company Preferred Shares have been designated or by its Subsidiariesissued. The Company Disclosure Letter sets Except as set forth a true and complete list above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of the Company or any Subsidiary were issued, reserved for issuance or outstanding. At the close of business on the Measurement Date, there were no outstanding stock options, stock appreciation rights or rights to receive Shares on a deferred basis. All outstanding shares of capital stock of the Company Stock Optionsare, including and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the exercise prices and vesting schedules therefor. (ii) No close of business on the Measurement Date, there were no bonds, debentures, notes or notes, other indebtedness or securities of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") shareholders of the Company are issued or outstanding. (iii) All outstanding shares may vote. Except as set forth above, as of the Company's capital stock are validly issued, fully paid and nonassessable and free close of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance business on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanMeasurement Date, there are were no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it any of them is bound obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt other voting securities of the Company or of any Subsidiary of the Company its Subsidiaries or obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem redeem, exchange or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. As of the close of business on the Measurement Date, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries. The Company has delivered to Parent a complete and correct copy of the Rights Agreement, dated as of January 10, 1986 (the "Company Rights Agreement"), as amended and supplemented to the date hereof relating to rights ("Company Rights") to purchase Participating Preferred.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 2,460,000,000 shares of Company Common Stock are authorized and reserved for issuance upon 40,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”). At the exercise close of outstanding Company Stock Optionsbusiness on February 6, and 2014, (Ei) no 117,809,586.052 shares of Company Common Stock were held by the issued and outstanding, and (ii) no shares of Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true Preferred Stock were issued and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules thereforoutstanding. (iib) No Effective as of December 1, 2013, Company has suspended reinvestment pursuant to and issuance of shares of Company Common Stock pursuant to the Company DRIP, and such suspension remains in effect. Effective as of December 13, 2013, Company has suspended repurchases of Company Common Stock pursuant to the Amended and Restated Share Repurchase Program (the “Company Share Repurchase Program”), and such suspension remains in effect. All issued and outstanding shares of the capital stock of Company are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters matter on which stockholders may vote ("Voting Debt") holders of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon may vote. (c) All of the exercise outstanding shares of capital stock of each of the Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they Subsidiaries that is a corporation are issuable, will be duly authorized, validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and free validly issued. All shares of preemptive capital stock of (or other ownership interests in) each of the Company Subsidiaries which may be issued upon exercise of outstanding options or exchange rights and are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all encumbrances other than statutory or other Liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in compliance good faith by appropriate proceedings and for which adequate accruals and reserves are maintained on Company’s financial statements in accordance with applicable securities laws and regulationsGAAP (if such reserves are required pursuant to GAAP). (ivd) Except for this Agreement and the Company Stock Plan, there There are no outstanding subscriptions, securities, options, warrants, calls, rights, convertible securities, subscriptionsprofits interests, stock appreciation rights, phantom stock plans or stock equivalentsstock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or agreements of any character kind to which the Company or any Subsidiary of the Company Subsidiaries is a party or by which it any of them is bound obligating the Company or any Subsidiary of the Company Subsidiaries to (i) issue, transfer, deliver or sellsell or create, or cause to be issued, transferred, delivered or sold, sold or created any additional shares of capital stock or any Voting Debt other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the Company or value of any Subsidiary equity security of the Company or obligating the Company or any Company Subsidiary of the Company to or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such optionsubscriptions, warrantsecurities, calloptions, rightwarrants, commitment calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or agreement. There are no outstanding contractual obligations other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests. (e) Neither Company nor any Company Subsidiary is a party to or, to the Knowledge of Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Company or any of its Subsidiaries the Company Subsidiaries. (f) Company does not have a “poison pill” or similar stockholder rights plan. (g) Neither Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to repurchase, redeem register the offer and sale or otherwise acquire resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the shares of capital stock Company Common Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the Company or any of its Subsidiariesdate hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 2,000,000,000 shares of common stock no par value, of the Company (the “EFH Common Stock. As ”) of which 1,669,861,379.02 shares of EFH Common Stock are outstanding as of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list All of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock EFH Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and free nonassessable. Upon the issuance of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Reorganized EFH Common Stock subject to issuance upon in connection with the exercise Issuance, such shares of Company Reorganized EFH Common Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free non-assessable. Other than up to 7,164,000 shares of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and EFH Common Stock issuable pursuant to the terms of outstanding awards under the Company Stock PlanPlan outstanding as of the date hereof, there are no options to purchase shares of EFH Common Stock issued and outstanding. Except as set forth in this Section 5.1(b)(i) and Section 5.1(b)(i) of the Company Disclosure Letter, there are no, and upon the issuance of shares of Reorganized EFH Common Stock in connection with the Issuances there will be no, preemptive or other outstanding rights, options, warrants, calls, conversion rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalentsperformance units, or other redemption rights, repurchase rights, agreements, arrangements, calls, commitments or agreements rights of any character to which kind that obligate the Company Company, the reorganized Company, or any Subsidiary of the Company is a party their Subsidiaries to issue or by which it is bound obligating the Company or sell any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company, the reorganized Company, or any Voting Debt of their Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company, the reorganized Company or any of their Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (ii) Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, none of the Subsidiaries of the Company own any shares of EFH Common Stock. Section 5.1(b)(ii) of the Company Disclosure Letter sets forth a list of the Company’s Subsidiaries and the Company’s and each other Person’s equity interests in such Subsidiaries. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, each of the outstanding shares of capital stock or other equity securities of any each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, in the case of capital stock, and, in the case of equity securities that are not capital stock, the owners of such equity securities have no obligation to make capital contributions or other payments with respect to such equity securities under the organizational or governing documents of the applicable Subsidiary of the Company or obligating under applicable Law or to make payments to creditors of the Company or any applicable Subsidiary of the Company solely by reason of ownership of such equity securities. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, the ownership interests in each Subsidiary is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”), other than Liens permitted under and pursuant to grantEFIH’s debtor-in-possession credit facility and restrictions on transfer arising under applicable securities laws. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, extend or enter neither the Company nor any of its Subsidiaries has entered into any such optioncommitment, warrant, call, right, commitment arrangement or agreement. There , or are no outstanding contractual obligations otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement with respect to, direct or indirect, wholly owned Subsidiaries of the Company or pursuant to a Contract (as defined below) binding on the Company or any of its Subsidiaries to repurchaseand set forth in Section 5.1(b)(ii) of the Company Disclosure Letter. For purposes of this Agreement, redeem a “wholly owned Subsidiary” shall include any Subsidiary of the Company (or otherwise acquire any Parent) of which all of the shares of capital stock or other equity interests are owned by the Company (or Parent) or one or more wholly owned Subsidiaries of the Company (or Parent), as applicable. (iii) Except as set forth in Section 5.1(b)(iii) of the Company Disclosure Letter, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which any of the foregoing is bound relating to the voting or registration of any equity securities of the Company or any of its Subsidiaries. (iv) Except with respect to the right to vote on a plan of reorganization of the Debtors under the Bankruptcy Code in connection with the Chapter 11 Cases, no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which equity holders of the Company or its Subsidiaries may vote, are issued or outstanding.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 1,125,519,213 shares of Company Common Stock. As of the date hereofOn or before November 30, (A) 1,863,149 shares of Class A Stock were outstanding1997, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 574,037,149 shares of Company Common Stock are authorized shall be issued and reserved for issuance upon outstanding of which 99.9% shall be held and owned beneficially and of record by the exercise of Stockholder. On or before November 30, 1997 all outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by capital stock of the Company in its treasury or by its Subsidiariesshall be duly authorized, validly issued, fully paid and nonassessable and shall not be subject to preemptive rights. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") shareholders of the Company are issued or outstanding. (iii) All outstanding shares may vote. Except as set forth above, as of the Company's capital stock are validly issuedNovember 30, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan1997, there are no will not be any securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company Stockholder is a party or by which it or he is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary other voting securities of the Company or obligating the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such optionsecurity, option warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are no On or before November 30, 1997, there shall not be any outstanding contractual obligations of the Company or any of its Subsidiaries the Stockholder to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. On or before November 30, 1997 the 99.9% of the Company Common Stock to be sold by the Stockholder to the Buyer (i) shall not be subject to any option, warrant, call, right, commitment, agreement, assignment or undertaking of any kind which would obligate the Stockholder to sell the Company Shares to any person other than the Buyer, (ii) shall have been duly authorized and, (iii) when delivered pursuant to this Agreement, will be duly and validly issued, registered with the Superintendencia de Valores y Seguros of its Subsidiariesthe Republic of Chile and fully-paid and nonassessable, and free of any Liens or restrictions.

Capital Structure. (ia) The authorized capital stock of the Company Bank consists of 20,000,000 45,000,000 shares of Company common stock, par value $15 per share (the “Common Stock”), of which 40,305,115 shares are issued and outstanding and none are held in treasury as of the date of this Agreement. All the issued and outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessable. There are no outstanding or authorized Rights that would require the Bank to issue, sell or otherwise cause to become outstanding any of its Common Stock, or to make a cash payment based on the value of any of its Common Stock. As of the date hereofThe Bank does not have any commitment to authorize, (A) 1,863,149 issue or sell any shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Optionsor other equity interests, and (E) there are no shares of Company Common Stock were held by the Company in its treasury authorized or by its Subsidiariesreserved for issuance. The Company Disclosure Letter sets forth a true and complete list None of the Bank’s issued and outstanding Company shares of Common Stock Options, including the exercise prices and vesting schedules therefor. (ii) have been issued in violation of any preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders the holders of Common Stock may vote ("Voting Debt") have been issued by the Bank and are outstanding. As of the Company are issued or outstanding.date hereof, other than its ownership interests in the equity securities of the Transferred Subsidiaries, the Excluded Subsidiaries and the Persons set (iiib) All outstanding shares Seller has good and marketable title to all the Shares, free and clear of the Company's capital stock are validly issuedany and all Liens (other than restrictions on transfer which arise under applicable Securities Laws). Seller is not a party to any shareholders’ agreement, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Optionsvoting trust, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, proxy or other rights, commitments agreement or agreements understanding with respect to the voting of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Bank. At the Closing, no restrictions applicable to the payment of dividends or any other distributions by the Bank shall exist, except pursuant to corporate or banking laws of its Subsidiariesand regulations of general applicability.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 10,000,000 shares of Company Common Stock. As At the close of business on October 25, 2013 (the date hereof“Cutoff Date”), (A) 1,863,149 (x) 7,096,723 shares of Class A Company Common Stock were issued and outstanding, including 506,794 shares of Company Restricted Stock, and (y) no other shares of capital stock were issued and outstanding, (B) 2,772,375 3,885 shares of Class B Stock capital stock were outstanding, held in treasury and (C) 29,995 Company Stock Options no shares of capital stock were outstanding pursuant to owned by a Subsidiary of the Company Stock PlanCompany. At the close of business on the Cutoff Date, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 150,000 shares of Company Common Stock are authorized and were reserved for issuance upon the exercise of pursuant to outstanding Company Stock Options, 49,787 shares of Company Common Stock were authorized for issuance under the Company Stock Plans and (E) no shares of Company Common Stock were held reserved for issuance under the Company 401(k) Plan. All outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance as noted in the preceding sentence, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable. All securities issued by the Company have been issued in its treasury or compliance in all material respects with applicable Law. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its Subsidiariesterms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and any required stockholder approval by the necessary number of votes or written consents, and each Company Option was made in accordance in all material respects with the terms of the applicable Company Stock Plan and applicable Law. (b) Section 4.3(b)(i) of the Company Disclosure Letter sets forth for each holder of Company Restricted Stock outstanding as of the Cutoff Date the name of such holder and the number of shares of outstanding Company Restricted Stock owned by such holder. The Section 4.3(b)(ii) of the Company Disclosure Letter sets forth a true and complete list of the outstanding all Company Stock Options, including the name of each holder of Company Options, the number of shares of Common Stock subject to each such Company Option and the exercise prices and vesting schedules thereforprice thereof. (c) Except as disclosed on Section 4.3(c) of the Company Disclosure Letter and except for any obligations pursuant to this Agreement or as set forth in subsections (a) and (b) above, (i) the Company does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) No bondsthere are no outstanding subscriptions, debenturesoptions, notes warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other indebtedness having similar rights, agreements, Contracts, undertakings or commitments of any kind relating to capital stock or other equity or voting interests of the Company to which the Company is a party or otherwise obligating the Company to (A) issue, transfer or sell any shares of capital stock or other equity or voting interests of the Company or securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, agreement, Contract, undertaking or arrangement or (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests. (d) The Company has no Indebtedness or other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of any Company Entity on any matters on which stockholders may vote matter. ("e) Except for the Voting Debt"Agreement and as disclosed in Section 4.3(e) of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanDisclosure Letter, there are no optionsstockholder agreements, warrantsregistration rights agreements, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, voting trusts or other rights, commitments agreements or agreements of any character understandings to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating or, to the Company or Company’s knowledge, among any Subsidiary security holders of the Company with respect to issuesecurities of the Company, deliver with respect to the voting or sell, or cause to be issued, delivered or sold, additional shares registration of the capital stock or any Voting Debt of the Company other voting or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations equity interest of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariespreemptive rights with respect thereto.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 200,000,000 shares of Company Common Stock are authorized and reserved for issuance upon 500,000 shares of preferred stock, par value $0.01 per share (the exercise of outstanding “Company Stock OptionsPreferred Stock”, and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on March 31, 2010 (Ethe “Measurement Date”), (a) 24,141,919 shares of Company Common Stock (which includes 612,444 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding, (b) no shares of Company Common Stock were held by the Company in its treasury treasury, (c) 1,731,521 shares of Company Common Stock were subject to outstanding Company Employee Stock Options (as defined in Section 6.04(f)) and 2,803,775 additional shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans (as defined in Section 6.04) and (d) no shares of Company Preferred Stock were issued or by its Subsidiariesoutstanding. The Company Disclosure Letter sets Except as set forth a true and complete list above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of Company Common Stock Optionsare, including and all such shares that may be issued prior to the exercise prices Effective Time will be when issued, duly authorized, validly issued, fully paid and vesting schedules therefor. nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract (iias defined in Section 3.05(a)) No to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares holders of Company Common Stock subject to issuance upon may vote (“Voting Company Debt”). Except as set forth above, as of the exercise date of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanAgreement, there are no options, warrants, calls, rights, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalentscommitments, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Company Subsidiary of the Company is a party or by which it any of them is bound (i) obligating the Company or any Company Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any Voting Debt security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of the or any Voting Company Debt or (ii) obligating the Company or any Company Subsidiary of the Company to issue, grant, extend or enter into any such option, warrant, call, rightsecurity, commitment or agreementundertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary, other than pursuant to the Company Stock Plans or the Company 401(k) and Employee Stock Ownership Plan (the “Company ESOP”). (b) Except as set forth above, as of its Subsidiariesthe close of business on the Measurement Date, there are no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company or any Company Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound with respect to the voting of any shares of capital stock of the Company or any Company Subsidiary, or (iii) contractual obligations or commitments of any character to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company or any Company Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares 200 Million Shares. At the close of Company Common Stock. As of business on the last business day immediately preceding the date hereofhereof (the "Representation Date"), (Ai) 1,863,149 shares of Class A Stock 77,137,118 Shares were issued and outstanding, (Bii) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company Common Stock 8,030,820 Shares were held by the Company in its treasury treasury, and (iii) 11,967,960 Shares were reserved for issuance pursuant to the Company Stock Plans. Except as set forth above, at the close of business on the Representation Date, no shares of capital stock or by its Subsidiariesother voting securities of the Company were issued, reserved for issuance or outstanding. The At the close of business on the Representation Date, there were no outstanding stock options, stock appreciation rights or rights (other than employee stock option or other rights ("Company Stock Options") to purchase or receive Company Common Stock granted under the Company Stock Plans) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 3.01(c) of the Company Disclosure Letter Schedule sets forth a true complete and complete list correct list, as of the outstanding Representation Date, of the number of shares of Company Common Stock subject to Company Stock Options. All outstanding shares of capital stock of the Company are, including and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights. As of the exercise prices and vesting schedules therefor. (ii) No close of business on the Representation Date, there were no bonds, debentures, notes or notes, other indebtedness or securities of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") shareholders of the Company are issued or outstanding. (iii) All outstanding shares may vote. Except as set forth above, as of the Company's capital stock are validly issued, fully paid and nonassessable and free close of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance business on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanRepresentation Date, there are were no outstanding securities, options, warrants, calls, rights, convertible securitiescommitments, subscriptionsagreements, stock appreciation rights, phantom stock plans arrangements or stock equivalents, or other rights, commitments or agreements undertakings of any character kind to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it any of them is bound obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt other voting securities of the Company or of any Subsidiary of the Company its Subsidiaries or obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are Except for agreements entered into with respect to the Company Stock Plans and except as set forth on Section 3.01(c) of the Company Disclosure Schedule, as of the close of business on the Representation Date, there were no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem redeem, exchange or otherwise acquire acquire, or to register (under the federal or any state securities laws) for resale, any shares of capital stock of the Company or any of its Subsidiaries. As of the close of business on the Representation Date, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 (A) 100,000,000 shares of Company Common Stock and (B) 25,000,000 shares of Company Preferred Stock. As of the date hereofJune 11, 2007, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 21,729,185 shares of Company Common Stock are authorized issued and reserved for issuance upon outstanding, (B) 3,400,000 shares of Common Stock are classified as Relativity Shares, (C) zero shares of Company Common Stock are held in the exercise treasury of outstanding Company Stock Optionsthe Company, and (ED) no shares of Company Common Preferred Stock were are issued or outstanding or held by the Company in its treasury or by its Subsidiariesand (E) 4,555,773 shares of Company Common Stock are reserved for future issuance in connection with the Company Incentive Equity Plans (including shares reserved pursuant to issued and outstanding Options and RSUs), the Warrants and the Portside Warrant. The Company Disclosure Letter sets forth a true All issued and complete list outstanding shares of capital stock of the outstanding Company Stock Optionsare duly authorized, including the exercise prices validly issued, fully paid, non-assessable, and vesting schedules therefor. (ii) No were not issued in violation of any preemptive or other right in favor of any person, and no class of capital stock is entitled to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders Company Stockholders may vote ("Voting Debt") vote. As of the Company are issued or outstanding. (iii) All outstanding shares date of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanOriginal Agreement, there are no options, warrants, calls, preemptive or other outstanding rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other conversion rights, redemption rights, repurchase rights, agreements, arrangements or commitments or agreements of any character kind to which the Company or any Subsidiary of the Company its Subsidiaries is a party party, or by which it is bound the Company or its Subsidiaries are bound, obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or any Voting Debt other securities of the Company or of its Subsidiaries or any Subsidiary securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company or obligating its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding other than (u) the Company or any Subsidiary Rights, (v) 25,920 RSUs issued and outstanding, (w) Options representing the right to purchase 2,252,994 shares of Company Common Stock, (x) Warrants representing the right to purchase 884,284 shares of Company Common Stock, (y) the Portside Warrant representing the right to purchase 1,000,000 shares of Company Common Stock and (z) the Company Convertible Note representing the right to purchase 4,000,000 shares of Company Common Stock. All Options issued by Egami Media pursuant to the Egami Media, Inc. 2005 Incentive Compensation Plan and all Options issued by the Company pursuant to the 1994 Eligible Directors Stock Option Plan have been validly terminated and are no longer outstanding. Section 3.01(b) of the Company to Disclosure Letter sets forth each Option, Warrant and RSU, as applicable, the name of the grantee, the date of the grant, extend the number of shares of Company Common Stock subject to each Option, Warrant or enter into any RSU, the exercise price per share of such optionOption or Warrant and the vesting schedule for such Option, warrantWarrant or RSU. The Company has made available to Parent true and complete copies of the forms of agreement relating to the grant of Options, call, right, commitment or agreement. There are no outstanding contractual obligations Warrants and RSUs. (ii) Each Option (A) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Equity Incentive Plan pursuant to which it was issued, (B) has an exercise price per share of Company Common Stock not less than the fair market value of a share of Company Common Stock on the date on which all requisite action constituting an offer of Company Common Stock to the grantee of the Option upon the terms set forth in the Options was completed, and (C) qualified for the tax and accounting treatment afforded to such Option in the Company’s Returns and the financial statement included in the Company SEC documents, respectively All Options and RSUs may, by their terms, be treated in accordance with Sections 2.01(f) and (g), respectively, of this Agreement, without the consent of the holder thereof or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock other person. (iii) The Relativity Merger Consideration is the maximum and only amount payable as a result of the Company or any of its SubsidiariesMerger with respect to the Relativity Shares.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 40,000,000 shares of Company Common Stock are authorized and 1,000,000 shares of Company Preferred Stock. At the close of business on February 27, 2002, (A) 7,909,817 shares of Company Common Stock were outstanding (including 130,024 Company RSUs), 2,401,501 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options pursuant to the Company Stock OptionsOption Plans, 281,100 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Purchase Plans and (E) no 3,020,633 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiariestreasury; and (B) no shares of Company Preferred Stock were outstanding and 150,000 shares of Company Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Company Rights. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. The shares of Company Disclosure Letter sets forth a true and complete list Common Stock which may be issued upon exercise of the outstanding Company Stock OptionsOptions have been duly authorized and, including if and when issued pursuant to the exercise prices terms thereof, will be validly issued, fully paid and vesting schedules therefornon-assessable and not subject to preemptive rights. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares As of the Company's capital stock are validly issuedclose of business on February 27, fully paid and nonassessable and free 2002, except for (A) this Agreement, (B) Company Options which represented the right to acquire up to an aggregate of preemptive rights and were issued in compliance with applicable securities laws and regulations. All 2,401,501 shares of Company Common Stock subject to issuance upon the exercise of Company Stock OptionsStock, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (ivC) Except for this Agreement and the Company Stock PlanRights and (D) as set forth in Section 3.1(b)(iii) of the Company Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it or any such Subsidiary is bound obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the its Subsidiaries or obligating Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Section 3.1(b)(iii) of the Company Disclosure Schedule, after the Effective Time, there will be no option, warrant, call, right or agreement obligating Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or any Voting Debt of Company or any of its Subsidiaries, or obligating Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. (iv) There are no outstanding contractual obligations of the Company or any of its Subsidiaries (A) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries, other than the agreements between Company and persons who were its stockholders prior to the initial public offering of Company Common Stock (which agreements will become void and of no further effect at the Effective Time), or (B) pursuant to which Company or any of its Subsidiaries is or could be required to register shares of Company Common Stock or other securities under the Securities Act.

Capital Structure. (ia) The As of the date of this Agreement, the authorized share capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 60,000,000 authorized shares of Company Common Stock are authorized and reserved for issuance upon 14,225,000 shares of preferred stock, without par value (“Preferred Stock”), of which, as of the exercise close of outstanding Company Stock Optionsbusiness on August 28, and 2015 (Ethe “Capitalization Date”) no 21,856,370 shares of Company Common Stock were held and no shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. As of the close of business on the Capitalization Date, there are 1,248,543 shares of Company Common Stock reserved for issuance under outstanding Company Options. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly-owned Subsidiaries, which are set forth in Section 3.2(a) of the Company Disclosure Schedule, has been duly authorized, and validly issued, and is fully paid and nonassessable and owned by the Company in its treasury or by a wholly-owned Subsidiary, free and clear of any Liens (other than Permitted Liens). Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of share capital or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Disclosure Letter sets forth a true and complete list of the does not have outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") with the shareholders of the Company are issued or outstandingon any matter. (b) Each Company Option or other award issued under a Company Stock Plan (i) was granted in compliance with all applicable Laws in all material respects and all of the terms and conditions of the applicable Company Stock Plan, (ii) has an exercise price per Company Share equal to or greater than the fair market value of a Company Share on the date of grant, and (iii) All outstanding shares has a grant date identical to the date on which the Company Board or compensation committee actually awarded such Company Option or if later, the effective date of such grant deemed by the Company Board or the Company's capital stock are validly issued, fully paid and nonassessable and free ’s compensation committee. Each share of preemptive rights and were Company Common Stock issued under the Company ESPP was issued in compliance with all applicable securities laws Laws in all material respects and regulations. All all of the terms and conditions of the Company ESPP. (c) Except for the issuance of Company Shares upon the settlement of Company Equity Awards outstanding as of the Capitalization Date, no shares of Company Common Stock subject to issuance upon the exercise of or any other equity interests (including instruments convertible into Company Common Stock Options, upon or other equity interests) have been issued or authorized for issuance on or after the terms close of business on the Capitalization Date and conditions specified in prior to the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free date of preemptive rights and will be issued in compliance with applicable securities laws and regulationsthis Agreement. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 2,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”), and 10,000,000 shares of Company Common Stock. As At the close of business on December 31, 2009 (the date hereof“Capitalization Date”), (Ai) 1,863,149 5,210,950 shares of Class A Stock Company were issued and outstanding, (Bii) 2,772,375 52,000 shares of Class B Company Stock were outstanding, (C) 29,995 subject to outstanding Company Stock Options with a weighted average exercise price of $2.43 per share, and (iii) no shares of Preferred Stock were outstanding pursuant to issued or outstanding. Except as set forth above, at the close of business on the Capitalization Date, no shares of capital stock or other voting securities or equity interests of the Company Stock Planwere issued, each reserved for issuance (other than with respect to such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options) or outstanding. There are no outstanding stock appreciation rights, and (E) no “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Common Stock were held by on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company in its treasury or by its SubsidiariesStock (collectively, “Company Stock-Based Awards”). The Company Disclosure Letter sets forth has provided or made available to Parent a true and complete list, as of the date of this Agreement, of each outstanding Company Stock Option and the exercise price thereof. The Company Stock is not listed on any national securities exchange. All Company Stock Options were issued under the Company Stock Plans and Schedule 3.03(a) is a true and correct list of the outstanding Company Stock OptionsOptions as of the Capitalization Date. All outstanding shares of capital stock of the Company are, including and all shares which may be issued pursuant to the exercise prices Company Stock Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and vesting schedules therefor. (ii) No nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares may vote. Except as set forth above in this Section 4.03 and except for issuances of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject pursuant to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they (A) there are issuable, will be duly authorized, validly not issued, fully paid and nonassessable and free reserved for issuance or outstanding (1) any shares of preemptive rights and will be issued in compliance with applicable capital stock or other voting securities laws and regulations. or equity interests of the Company, (iv2) Except for this Agreement and any securities of the Company Stock Planconvertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, there are no options, (3) any warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, options or other rightsrights to acquire from the Company, commitments or agreements of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary and no obligation of the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, or (4) any Company Stock-Based Awards, and (B) there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such shares of capital stock, equity interests or other securities or to register, issue, deliver or sell, or cause to be issued, delivered or sold, additional any such shares of capital stock stock, equity interests or any Voting Debt of other securities. Neither the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or nor any of its Subsidiaries is a party to repurchase, redeem or otherwise acquire any shares voting Contract with respect to the voting of capital stock of the Company or any of its Subsidiariessuch securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 250,000,000 shares of Company Common Stock and 100,000,000 shares of Preferred Stock, par value $.01 per share. As of the date hereofclose of business on June 25, 2007, (Ai) 1,863,149 there were issued and outstanding 47,541,916 shares of Class A Common Stock, (ii) no shares of Preferred Stock were outstanding, (Biii) 2,772,375 2,500,000 shares of Class B Series A Junior Participating Preferred Stock were outstandingreserved for issuance in connection with the Preferred Stock Purchase Rights, associated with each outstanding share of Common Stock, which are governed by the terms of the Rights Agreement dated as of May 1, 2000 between the Company and EquiServe Trust Company N.A. (Cthe “Rights Plan”) 29,995 Company Stock Options were outstanding and which under certain circumstances give the holder thereof the right to purchase Series A Junior Participating Preferred Stock, and (iv) options, issued pursuant to the Company Stock PlanPlans, each such option entitling the holder thereof to purchase one share an aggregate of Company Common Stock, (D) 420,000 5,143,138 shares of Company Common Stock and 628,657 restricted stock units as set forth in Section 3.2 of the Disclosure Schedule and exercisable at the prices specified therein. All of the outstanding shares of Common Stock are duly authorized and reserved for issuance upon are validly issued and outstanding, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the exercise DGCL, the Company’s articles of outstanding Company Stock Options, and (E) no shares of Company Common Stock were held by incorporation or bylaws or any contract to which the Company in is or was a party or otherwise bound. Neither the Company nor any of its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the Subsidiaries has outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or which are convertible into into, or exercisable for or exchangeable for, securities having the right to vote) on any matters on which with the stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All any such Subsidiary on any matter. Except as otherwise set forth in this Section 3.2, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible its equity securities, subscriptionsor any outstanding rights (either preemptive or other and including any “phantom stock rights”, stock appreciation rights, phantom stock plans stock-based performance units, commitments, contracts, arrangements or stock equivalentsundertakings of any kind) to subscribe for or to purchase or the value of which is based on, or other rightsany outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or agreements claims of any character to which the Company relating to, any equity securities or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or securities convertible into or exchangeable for any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock equity securities of the Company or any of its Subsidiaries. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion of Restricted Stock Units). Since June 25, 2007, except as permitted by this Agreement or as required by the Company Employee Stock Purchase Plan, the Company has not (i) issued any shares of capital stock except in connection with the conversion or exercise of securities referred to above or in connection with the Company’s Employee Stock Purchase Plan or (ii) issued or granted any options, warrants, or securities convertible into or exercisable for shares of its capital stock (other than Preferred Stock Purchase Rights associated with shares of Common Stock).

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares 201,000,000 Shares, of Company Common Stockwhich 147,128,033 Shares were outstanding as of the close of business on October 30, 2015. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of October 30, 2015, other than 20,520,928 Shares reserved for issuance under the date hereof, (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof with respect to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance which 13,760,875 Shares were issuable upon the exercise of outstanding Company Stock OptionsOptions (at a weighted-average exercise price of $8.050 per Share) and 557,601 Shares were subject to outstanding Company RSUs, and (E) no shares 672,186 Shares reserved for issuance in respect of Company Common Stock were held by the ESPP, the Company in its treasury or by its Subsidiarieshas no Shares reserved for issuance. The Section 5.1(b) of the Company Disclosure Letter sets forth a true correct and complete list of the outstanding Company Stock OptionsOptions and Company RSUs, including and with respect to each such award, the date of grant and, where applicable, the exercise prices price thereof, as of October 30, 2015. Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and vesting schedules therefor. nonassessable and, except as is not reasonably expected to have a Company Material Adverse Effect, owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Lien. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth above, there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (iicontingent or otherwise) No pursuant to which any Person is or may be entitled to receive any payment or other value based in whole or in part on the value of any capital stock of the Company. Upon any issuance of any Shares in accordance with the terms of the Stock Plan or the ESPP, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance other than general restrictions on transfer imposed by the applicable U.S. federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”) (each, a “Lien”). The Company does not have outstanding any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which with the stockholders may vote ("Voting Debt") of the Company are issued or outstanding. (iii) All outstanding shares on any matter. For purposes of this Agreement, a wholly owned Subsidiary of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plan, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of any character to which the Company or shall include any Subsidiary of the Company is a party or by of which it is bound obligating the Company or any Subsidiary all of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of such Subsidiary are owned by the Company (or any a wholly owned Subsidiary of its Subsidiariesthe Company).

Capital Structure. (i) The authorized capital stock of the Company Parent consists of 20,000,000 (i) 300,000,000 shares of Company Parent Common Stock. As , of which there were issued and outstanding as of the close of business on the date hereof, (A) 1,863,149 42,750,000 shares of Class A Parent Common Stock were outstanding, and (Bii) 2,772,375 100,000,000 shares of Class B Stock preferred stock, par value $0.001 per share, of which there were outstandingissued and outstanding as of the close of business on the date hereof, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (E) no shares of Company preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (securities exercisable for or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") capital stock of Parent that will be outstanding immediately following consummation of the Company are issued or outstanding. (iii) All outstanding transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Company's capital stock are Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and nonassessable non-assessable. Other than as set forth in this Agreement and free as set forth on Schedule 4.2 of preemptive rights the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and were issued in compliance with applicable no outstanding commitments to issue any shares of capital stock or voting securities laws and regulationsof Parent after the date hereof. All outstanding shares of Company Parent Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and or rights of first refusal created by statute, the Company Stock Plancharter, there bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There are no other options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements Contracts of any character to which the Company or any Subsidiary of the Company Acquiring Party is a party or by which it is bound obligating the Company or any Subsidiary of the Company such Acquiring Party to issue, deliver transfer, deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or transferred, delivered, sold, additional repurchased or redeemed, any shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company Parent or obligating the Company or any Subsidiary of the Company Parent to grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreementContract. There are no outstanding contractual obligations Contracts relating to voting, purchase or sale of the Company Parent Common Stock (i) between or among Parent and any of its Subsidiaries stockholders and (ii) to repurchaseSFX’s Knowledge, redeem between or otherwise acquire any shares of capital stock of the Company or among any of its SubsidiariesParent’s stockholders.

Capital Structure. (ia) The authorized capital stock of the Company consists of 20,000,000 160,000,000 shares comprising (i) 150,000,000 Shares and (ii) 10,000,000 shares of preferred stock, par value $0.02 per share, of which the Company Common has designated 50,000 shares of Series A Preferred Stock, 34,500 shares of Series C Preferred Stock, 100,000 shares of Series D Preferred Stock and 200,000 shares of Series E Preferred Stock (the “Preferred Shares”). As At the close of the date hereofbusiness on April 26, 2016 (i) 12,446,365 Shares are issued and outstanding, (ii) (A) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock 1,206,500 Shares are authorized and reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Stock OptionsOptions under the Company’s 2013 Omnibus Incentive Plan, as amended, and (EB) 118,000 Shares are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options under the Company’s 2008 Stock Option Plan (collectively, as amended, the “Stock Plans”) and (iii) no shares Preferred Shares were outstanding. Section 4.4(a) of Company Common Stock were held by the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth Schedule contains a true correct and complete list of the outstanding Company Stock Options, including the holder, date of grant, term, number of Shares underlying such security and, where applicable, exercise prices price and vesting schedules therefor. (ii) No schedule. All of the issued and outstanding Shares are, and all Shares that may be issued pursuant to the exercise of the Company Options in accordance with the terms and provisions thereof will be, duly authorized, validly issued, fully paid, nonassessable and free of any preemptive or similar rights. The Company does not have outstanding any bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exercisable exercisable, exchangeable or redeemable for securities having the right to vote) on any matters on which stockholders may vote ("“Voting Debt"”)) with the stockholders of the Company are issued or outstandingon any matter. (iiib) All Subject to outstanding shares of Company Options under the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanPlans, there are no preemptive or other outstanding rights, options, warrants, calls, conversion rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalentsredemption rights, or other repurchase rights, agreements, arrangements, calls, commitments or agreements rights of any character to which kind that obligate the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company its Subsidiaries to issue, deliver or selltransfer, redeem, acquire, or cause to be issued, delivered or sold, additional sell any shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire, redeem or otherwise acquire any shares of capital stock securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights (or other economic or voting rights equivalent to an equity interest) are authorized, issued or outstanding. There are no stockholders agreements, voting trusts or other agreements or understandings relating to voting or disposition of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any shares of capital stock or other securities of the Company or any of its Subsidiaries or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a member of the board of directors of the Company or any of its Subsidiaries. The Company is not party to any agreement granting registration rights to any Person. (c) The Company does not have a “poison pill” or similar stockholder rights plan. (d) Each Company Option (i) has an exercise price per Share equal to or greater than the fair market value of a Share on the effective date of such grant, (ii) has a grant date identical to the grant date approved by the Company’s board of directors or compensation committee, which is either the date on which the Company Option was awarded or a later date specified by the Company’s board of directors or compensation committee, and (iii) complies with, or is exempt from, Section 409A of the Code.

Capital Structure. (ia) The As of October 15, 2004, the authorized capital stock of the Company consists of 20,000,000 10,000,000 shares of Company Common StockStock and 1,000,000 shares of preferred stock. As of the date hereofOctober 15, 2004, (Ai) 1,863,149 3,958,358 shares of Class A Common Stock were issued and outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (Eii) no shares of Company Common Stock were held by in the Company in its treasury or by its Subsidiaries. The Company Disclosure Letter sets forth a true and complete list of the Company, (iii) 1,000,000 shares of Common Stock were reserved for issuance under outstanding Company Stock OptionsPlans, including stock appreciation rights, performance units and stock units, and (iv) no shares of preferred stock were issued or outstanding. All the exercise prices outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and vesting schedules therefor. (ii) No non-assessable. There are no bonds, debentures, notes or other indebtedness having the right to vote voting rights (or convertible or exchangeable into or exercisable for securities having the right to votesuch rights) on any matters on which stockholders may vote ("Company Voting Debt") of the Company are issued or and outstanding. (iii) All outstanding . The shares of the Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance issuable upon conversion of the Notes and exercise of Company Stock Optionsthe Warrants have been reserved for issuance and, when issued upon issuance on conversion of the Notes or exercise of the Warrants in accordance with the terms and conditions specified in the instruments pursuant to which they are issuablethereof, will be duly authorized, validly issued, issued and fully paid and nonassessable and free of not subject to preemptive rights and will be issued rights. Except as set forth above, in compliance with applicable securities laws and regulations. (ivSchedule 5.2(a) Except for this Agreement and or as described in the Company Stock PlanSEC Documents, and for the transactions contemplated by this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding and (ii) there are no existing (A) options, warrants, calls, preemptive rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments or agreements of any character character, relating to which the Company issued or any Subsidiary unissued capital stock of the Company is a party or by which it is bound Company, obligating the Company or any Subsidiary of the Company to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional sold any shares of capital stock or any Company Voting Debt of of, or other equity interest in, the Company Company, (B) securities convertible into or of any Subsidiary of the Company exchangeable for such shares or obligating the Company equity interests or any Subsidiary (C) obligations of the Company to grant, extend or enter into any such option, warrant, call, preemptive right, commitment subscription or other right, convertible security, agreement, arrangement or commitment. The Company does not own any equity securities of any other Person. (b) There are no outstanding contractual obligations voting trusts, proxies or other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company. The Company is not a party to any agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire shares of capital stock of the Company, whether as a result of the transactions contemplated by this Agreement or otherwise. (c) Except as set forth on Schedule 5.2(c), since June 30, 2004, the Company has not (i) made or agreed to make any stock split or stock dividend, or issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company other than pursuant to the Company Stock Option Plan or any of its Subsidiaries to repurchaseoutstanding Company Stock Option, redeem (ii) repurchased, redeemed or otherwise acquire acquired any shares of capital stock of the Company or any (iii) declared, set aside, made or paid to the shareholders of its Subsidiariesthe Company dividends or other distributions on the outstanding shares of capital stock of the Company. (d) Notes and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action. The shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, when issued pursuant to the terms thereof, will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of the date hereof, (Ai) 1,863,149 shares of Class A Stock were outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 10,000,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (Eii) no 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”). At the close of business on the date hereof: (1) 3,112,932 shares of Company Common Stock were held by issued and outstanding and no shares of Company Preferred stock were issued and outstanding; (2) 1,530,000 shares of Company Common Stock were reserved for issuance pursuant to the Company in its treasury Stock Plans, of which 1,351,259 shares of Company Common Stock were subject to issuance upon exercise of options or by its awards granted to officers, directors or employees of the Company and the Subsidiaries; and (3) no Voting Debt (as defined below) was issued or outstanding. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, including the exercise prices and vesting schedules therefor. (ii) No term “Voting Debt” means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") or other securityholders of the Company are issued or outstanding. (iii) any of the Subsidiaries may vote. All outstanding shares of the Company's capital stock Company Common Stock are validly issued, fully paid and nonassessable and free are not entitled to preemptive rights. Schedule 3.1(b) of preemptive rights the Company Disclosure Schedule sets forth the authorized and were issued in compliance with applicable or outstanding capital stock and other equity securities laws of each of the Subsidiaries (and regulations. All shares the record holder thereof), and all of Company Common Stock subject to issuance upon such capital stock or other equity securities of each of the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they Subsidiaries are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free are not entitled to preemptive rights. Schedule 3.1(b) of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock PlanDisclosure Schedule sets forth any liens, pledges, charges, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal or offer, or other burdens or options of any kind (collectively, “Liens”) applicable to the Company’s interest in the equity securities of the Subsidiaries. Schedule 3.1(b) of the Company Disclosure Schedule lists all outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company, any of the Subsidiaries or any other person any capital stock or other equity securities of the Company or any of the Subsidiaries, or securities convertible into or exchangeable for capital stock or other equity securities of the Company or any of the Subsidiaries. Except as set forth in this Section 3.1(b) or on Schedule 3.1(b) of the Company Disclosure Schedule, there are outstanding: (1) no shares of capital stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of the Company or any of the Subsidiaries, and (3) no options, warrants, calls, rights (including preemptive rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights), commitments or agreements of any character to which the Company or any Subsidiary of the Company Subsidiaries is a party or by which it is any of them are bound in any case obligating the Company or any Subsidiary of the Company Subsidiaries to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any stock, Voting Debt or other voting securities of the Company or of any Subsidiary of the Company Subsidiaries, or obligating the Company or any Subsidiary of the Company Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company that will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no outstanding contractual obligations restrictions on the Company to vote the equity securities of any of the Subsidiaries. Except as set forth on Schedule 3.1(b) of the Company Disclosure Schedule, there are no agreements requiring the Company or any of its the Subsidiaries to repurchasemake contributions to the capital of, redeem or otherwise acquire lend or advance funds to, any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (i) The authorized share capital stock of the Company Equity One consists of 20,000,000 40,000,000 Equity One Shares and 5,000,000 shares of Company Common Stockpreferred stock, $0.01 par value per share. As of the close of business on the date hereof, : (Aa) 1,863,149 shares of Class A Stock 13,011,901 Equity One Shares were issued and outstanding, (B) 2,772,375 shares of Class B Stock were outstanding, (C) 29,995 Company Stock Options were outstanding pursuant to the Company Stock Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, (D) 420,000 shares of Company Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, and (Eb) no shares of Company Common preferred stock were issued or outstanding and (c) 1,128,331 Equity One Shares were reserved for issuance pursuant to outstanding, unexercised stock options ("Equity One Options") granted pursuant to Equity One's stock option plans ("Equity One Stock were held by the Company in its treasury Option Plans") or by its Subsidiariesotherwise. The Company Disclosure Letter sets forth a true and complete list All of the outstanding Company Stock OptionsEquity One Shares have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights, including and all of Equity One Shares issuable in exchange for Shares in connection with the exercise prices Merger have been duly authorized and vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company are will be validly issued or outstanding. (iii) All outstanding shares of the Company's capital stock are validly issued, and fully paid and nonassessable and free of preemptive rights rights. Except as set forth herein and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableEquity One SEC Reports, will be duly authorized, validly issued, fully paid and nonassessable and free as of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except for this Agreement and the Company Stock Plandate hereof, there are outstanding (i) no shares of capital stock or other voting securities of Equity One, (ii) no securities of Equity One convertible into or exchangeable for shares of capital stock or voting securities of Equity One and (iii) no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, rights or other rightsagreements or commitments to acquire from Equity One, commitments or agreements and no obligation of any character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company Equity One to issue, deliver any shares of capital stock, voting securities or sell, securities convertible into or cause to be issued, delivered or sold, additional exchangeable for shares of capital stock or any Voting Debt voting securities of the Company or Equity One, and no obligation of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company Equity One to grant, extend or enter into any such optionsubscription, warrant, calloption, right, convertible or exchangeable security or other similar agreement or commitment or agreement(the items in clauses (i), (ii) and (iii) being referred to collectively as the "Equity One Securities"). There are no outstanding contractual obligations of the Company Equity One or any of its Subsidiaries subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesEquity One Securities.