Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 (a) 200,000,000 shares of preferred stockCompany Common Stock, par value $.01 per share (the Preferred Shares"). As of which 19,900,000 are issued and outstanding as of the date hereofof this Agreement, and (b) 2,000,000 shares of Company Preferred Stock, (i) 24,335,112 Shares and no of which 50,000 shares are designated Company Class A Preferred Shares were Stock, one of which is issued and outstanding as of the date of this Agreement, and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth abovewhich, as of the date of this Agreement: (i) no , is convertible into 80,100,000 shares of capital stock 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 voting securities 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 are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights any agreement to which the Company is a party or by which it is bound, other than the value Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (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, commitments or agreements of any character to which the Company is based on a party or by which it is bound obligating the value of Shares; (iii) all outstanding Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All shares of Company Common Stock issuable upon conversion of the Company are, and all shares which may be issued Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issuedissued 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 and not subject to preemptive rights; and (iv) there are no bonds, debentures, notes or other indebtedness of nonassessable. Other than the Company having the right to vote (or convertible intoStockholders Agreement, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of Rights Agreement and the date of this AgreementCompany Option Plan (and any stock option agreements issued thereunder), there are no outstanding securitiesother contracts, optionscommitments or agreements relating to voting, warrants, calls, rights, commitments, agreements, arrangements purchase or undertakings sale of any kind to which the Company's capital stock (i) between or among the Company or and any of its Subsidiaries is a party or by which any of them is bound obligating stockholders and (ii) to the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities knowledge of the Company or of ACN, between or among any of its Subsidiaries or obligating the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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 SubsidiariesOptions were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 (i) 5,000,000 shares of preferred stock, $0.01 par value $.01 per share (the Preferred Shares"). As value, none of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and which is outstanding or reserved for issuance; and (ii) 1,929,698 50,000,000 shares were reserved for issuance of Common Stock, $0.01 par value, of which (A) 11,819,653 shares are issued and outstanding as fully paid and non-assessable, (B) no shares are held in the treasury of Company; (C) 2,649,250 shares are issuable upon the exercise of options outstanding Optionsunder Company's stock benefit plans, and (D) 333,333 shares are issuable pursuant to outstanding warrants. Except as set forth aboveotherwise disclosed on Schedule 3.2, as of the date of this Agreement: (i) there are no other outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were and no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights commitments to which the Company is a party the value of which is based on the value of Shares; (iii) all outstanding issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of the Company are, and all shares which may be issued will be, when issued, Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights; and (iv) there are no bondsrights or rights of first refusal created by statute, debentures, notes the Certificate of Incorporation or other indebtedness Bylaws of the Company having the right or any agreement to vote (which Company is a party or convertible into, or exchangeable for, securities having the right to vote) on any matters on by which stockholders of the Company may voteit is bound. Except as set forth above, as of for the date of rights created pursuant to this Agreement, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are not any outstanding contractual obligations no contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among Company or and any of its Subsidiaries Shareholders and (ii) to repurchasethe best of Company's knowledge, redeem between or otherwise acquire any shares of capital stock of the Company or among any of its SubsidiariesCompany's Shareholders.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 75,000,000 shares of preferred stockCommon Stock, par value $.01 0.01 per share (the Preferred Shares")share. As of the date hereofJuly 1, 1997, (i) 24,335,112 Shares and no Preferred Shares 27,340,088 shares of Common Stock were issued and outstanding outstanding, and (ii) 1,929,698 1,572,316 shares of Common Stock were reserved for issuance upon exercise pursuant to the outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 7.04), and other options ("Other Options" and, together with the Plan Options, the "Stock Options") granted to employees, directors and consultants and former employees, directors and consultants of outstanding Optionsthe Company. Except as set forth above, as of the date of this Agreement: (i) , no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will pursuant to the Stock Plans or pursuant to the agreements representing outstanding Other Options described in clause (iii) above shall be, when issuedissued and paid for in accordance with the terms of the applicable Stock Plan or Other Option, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there . There are no not any bonds, debentures, 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 stockholders of the Company may vote. Except as set forth abovein Section 4.03 of the Disclosure Schedule hereto, as of the date of this Agreement, there are no outstanding not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Significant Subsidiaries or obligating the Company or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Significant Subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesSignificant Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Significant Subsidiary or any other entity.

Capital Structure. The authorized capital stock of the Company Parent consists of 30,000,000 Shares and 1,000,000 320,000,000 shares of preferred stockParent Common Stock. At the close of business on June 30, par value $.01 per share (the Preferred Shares"). As of the date hereof2001, (i) 24,335,112 Shares and no Preferred Shares 156,074,952 shares of Parent Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 81,175,767 shares of Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding Optionsemployee stock options to purchase shares of Parent Common Stock. Except as set forth above, as at the close of the date of this Agreement: (i) business on June 30, 2001, no shares of capital stock or other voting securities of the Company are Parent were issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants . All issued 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 Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights; and (iv) . To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of Parent. There are no bonds, debentures, notes or other indebtedness of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company Parent or of any of its Subsidiaries subsidiaries or obligating the Company Parent or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations of the Company Parent or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the Company revenues, earnings or financial performance of Parent or any of its Subsidiariessubsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause Parent or any of its subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of common stock, no par value of which 100 shares have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Liens.

Capital Structure. (i) The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares (x) 37,860 Class A Shares, of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred which 16,940 Class A Shares were issued and outstanding as of the date of this Agreement and (iiy) 1,929,698 shares 5,000 Class B Shares, of which 570 Class B Shares were reserved for issuance upon exercise of issued and outstanding Options. Except as set forth above, as of the date of this Agreement: (i) . 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 capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 each of the Company are, and all shares which may be issued will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; 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 (iv) there each, a “Lien”). There are no bonds, debentures, notes preemptive 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, sell any Shares or cause to be issued, delivered or sold, additional any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations 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 any Shares 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 are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other 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 matter.

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares 1,200,000,000 shares of Company Common Stock and 1,000,000 100,000,000 shares of preferred stock, par value $.01 0.01 per share share, of the Company (“Company Preferred Stock”). At the close of business on March 13, 2020 (the Preferred Shares"“Capitalization Date”). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares 226,521,289 shares of Company Common Stock were issued and outstanding and outstanding, none of which were held by any Company Subsidiary, (ii) 1,929,698 280,222 shares of Company Common Stock were reserved and available for issuance upon exercise pursuant to the Company Stock Plan in respect of outstanding Optionsawards, all of which were subject to outstanding Company RSUs, (iii) 3,612,368 shares of Company Common Stock were available for issuance for awards not yet granted under the Company Stock Plan and (iv) no shares of Company Preferred Stock were outstanding. Except as set forth above, as at the close of business on the date of this Agreement: (i) Capitalization Date, no shares of capital stock of, or other equity, voting securities of or ownership interests in, the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company Common Stock are, and all such shares which that may be issued prior to the Closing Date will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; right, subscription right or any similar right under any provision of the DGCL, the Amended and Restated Certificate of Incorporation of the Company (ivthe “Company Charter”), the Second Amended and Restated Bylaws of the Company (the “Company Bylaws”) there are or any Contract to which the Company is a party or otherwise bound (other than any Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There is no bonds, debentures, notes or other indebtedness 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 stockholders holders of Company Common Stock may vote (“Company Voting Debt”). Section 5.04(a) of the Company may voteDisclosure Letter sets forth a true and complete list, as of the close of business on the Capitalization Date, of all outstanding Company RSUs, the number of shares of Company Common Stock with respect thereto, the grant dates and vesting schedules thereof and the names of the holders thereof. Except as set forth above, as of the date of this Agreement, Agreement there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity, voting securities of or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity, voting or ownership interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, sell, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the capital stock of the Company or any Company Subsidiary. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of its any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. In any event, the maximum number of shares of Eligible Shares that will be outstanding (on a fully diluted basis) at the Exchange Effective Time shall be not more than 90,782,213.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth abovein the Financial Statements, as of the date of this Agreement: (i) no shares of capital stock or other voting equity securities of the Company Subs are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there . All outstanding equity ownership interest in Company Subs 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 . There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Subs having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company Subs may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of Company Subs. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is Subs are a party or by which any of them is they are bound obligating the Company or any of its Subsidiaries Subs to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries Subs or obligating the Company or any of its Subsidiaries Subs to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries Subs to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company Subs. There are no agreements or arrangements pursuant to which Company Subs are or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of Company or any Subs with respect to securities of its SubsidiariesCompany Subs.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 50,000,000 Shares and 1,000,000 5,000,000 shares of preferred stockPreferred Stock, par value $.01 .0001 per share (the Preferred Shares")share. As of the date hereofMarch 13, 1998, (i) 24,335,112 Shares and no Preferred 6,703,880 Shares were issued and outstanding and outstanding, (ii) 1,929,698 shares no Shares were held by the Company or by any of the Company's subsidiaries, (iii) 525,000 Shares were reserved for issuance upon the exercise of outstanding OptionsCompany Options pursuant to the Option Plan, of which Company Options to Purchase 330,150 Shares were outstanding, (iv) 75,000 Shares were reserved issuance pursuant to the Company Warrants, and (v) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares Shares which may be issued will bepursuant to the Company Options or the Company Warrants will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there . There are no not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or 12 exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as above in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are no outstanding not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Section 4.1(c) of the Disclosure Schedule also sets forth a true and correct list of the Company Options which are outstanding as of the date hereof, which list sets forth, for each holder of a Company Option, the number of Shares subject thereto, the exercise price and the expiration date thereof. There are not no outstanding rights, commitments, agreements, arrangements or undertakings of any outstanding contractual obligations kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries to repurchase, redeem subsidiaries or otherwise acquire any shares of capital stock securities of the Company or any of its Subsidiariestype described in the two immediately preceding sentences.

Capital Structure. The (a) 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 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred 500,000 Class A Shares, without par value (the “Class A Shares”), of which 121,450 Class A Shares were issued and outstanding and outstanding, (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above2,000,000 Class B Shares, as of without par value (the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued“Class B Shares”), reserved for issuance or outstanding; (ii) 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; 403,325 Class B Shares were outstanding, (iii) all 24 Class C Shares, without par value (the “Class C Shares”), of which no Class C Shares were outstanding, and (iv) 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 capital stock of each of the Company are, and all shares which may be issued will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and (iv) there 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 does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the Shareholders on any matters on which stockholders matter. There are no outstanding obligations of the Company may vote. Except as set forth aboveor any of its Subsidiaries to purchase, as redeem or otherwise acquire any Share or any security of the date of this AgreementCompany, there any Subsidiary, or any other Person. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements voting trusts or undertakings of any kind 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 which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver make any payments based on the market price or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities value of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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 SubsidiariesShares.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 One Hundred Fifty Million (150,000,000) shares of preferred common stock, par value $.01 US$0.0001 per share and Five Million (the Preferred Shares"). As 5,000,000) shares of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise preferred stock with a par value of outstanding OptionsUS $0.0001. Except as set forth abovein the Company SEC Documents, as of the date of this Agreement: (i) no other shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company are, and all such shares which that may be issued prior to the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) right, subscription right or any similar right under any provision of the laws of the Xxxxxxxx Islands, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound. Except as set forth in the SEC Documents, there are no bonds, debentures, 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 stockholders holders of the Company Stock may votevote (“Voting Company Debt”). Except in connection with the Transactions or as set forth abovedescribed in the SEC Documents, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them it is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Company or of any of its Subsidiaries or obligating other equity interest in, the Company or any of its Subsidiaries Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 the capital stock of the Company. There As of the date of this Agreement, there are not any 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. Other than as set forth in the SEC Documents, the Company is not a party to any agreement granting any security holder of the Company the right to cause the Company to register shares of the capital stock or any other securities of the Company held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its Subsidiariesstock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Company Stock as at the Closing.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 1,125,519,213 shares of preferred stockCompany Common Stock. On or before November 30, par value $.01 per share (the Preferred Shares"). As 1997, 574,037,149 shares of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were Company Common Stock shall be issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 99.9% shall be held and owned beneficially and of record by the value of Shares; (iii) Stockholder. On or before November 30, 1997 all outstanding shares of capital stock of the Company are, and all shares which may shall be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and shall not be subject to preemptive rights; and (iv) there . There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote. Except as set forth above, as of the date of this AgreementNovember 30, 1997, there are no outstanding will not be any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries the Stockholder is a party or by which any of them it or he is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, option warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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. (a) The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 100,000,000 shares of preferred stockStock. At the close of business on July 14, par value $.01 per share (the Preferred Shares"). As 1999, 6,856,437 shares of the date hereof, (i) 24,335,112 Shares and no Preferred Shares Stock were issued and outstanding outstanding, and (ii) 1,929,698 371,464 shares of Stock were reserved for issuance upon exercise pursuant to outstanding options to purchase shares of outstanding Stock which have been granted to directors, officers, or employees of the Company or others ("Company Stock Options"). Except as set forth above, as at the close of the date of this Agreement: (i) business on July 14, 1999, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance issuance, or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any outstanding Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there are . Except as set forth in Section 4.2 of the Disclosure Schedule, no bonds, debentures, notes notes, or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders the shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Subsidiary may vote are issued or outstanding. Except as disclosed in Section 4.2 of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issueDisclosure Schedule, deliver or sell, or cause to be issued, delivered or sold, additional all the outstanding shares of capital stock or other voting securities ownership interests of each Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more such Subsidiaries, free and clear of all Liens. Except as set forth above or in Section 4.2 of the Disclosure Schedule, neither the Company nor any Subsidiary has any outstanding option, warrant, subscription, or of any of its Subsidiaries other right, agreement, or obligating commitment which (i) obligates the Company or any of its Subsidiaries Subsidiary to issue, grantsell or transfer, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem redeem, or otherwise acquire or vote any shares of the capital stock of the Company or any Subsidiary, (ii) restricts the transfer of its Subsidiariesshares of stock of the Company or any Subsidiary, or (iii) grants the right to participate in any equity appreciation of the Company or any Subsidiary.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 3,000,000,000 shares of Company Common Stock, 75,000,000 shares of preferred stock, $0.01 par value $.01 per share (the “Company Preferred Stock”), and 600,000,000 excess shares, $0.01 par value per share (the “Excess Shares"”). As At the close of the date hereofbusiness on January 17, 2007, (ia) 24,335,112 Shares 156,968,775.0187 shares of Company Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, (b) 2,872,743 shares of Company Common Stock were reserved for issuance pursuant to Deferred Share Awards granted under the Company’s 2004 Omnibus Long-Term Incentive Plan (the “Company Stock Plan”), (c) no shares of Company Preferred Stock were issued and outstanding, and (d) no Excess Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as As of the date of this Agreement: (i) , except as set forth above, no shares of capital stock of the Company or options, warrants, convertible or exchangeable securities or other voting securities rights to purchase stock of the Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there . 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, or exchangeable for, securities having the right to vote) on any matters matter on which the Company’s stockholders of the Company may vote. Except as set forth above, as As of the date of this Agreement, except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock or other voting or equity securities or interests of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking relating to the voting of stock or equity securities or interests of the Company or any of its Subsidiaries. There As of the date of this Agreement, other than pursuant to this Agreement, there are not any no outstanding contractual obligations or rights of the Company or any of its Subsidiaries to register or repurchase, redeem or otherwise acquire acquire, vote, dispose of or otherwise transfer or register pursuant to any securities Laws any shares of capital stock or equity interests of the Company or any of its Subsidiaries. There are no agreements or understandings to which the Company is a party with respect to the voting of any shares of Company Common Stock and, to the Knowledge of the Company, as of the date of this Agreement, there are no third party agreements or understandings with respect to the voting of any shares of Company Common Stock.

Capital Structure. The As of June 9, 2017, the authorized share capital of the Parent consists of: (i) Three Hundred Million (300,000,000) shares of common stock with 5,121,689 shares issued and outstanding immediately prior to the execution of this Agreement; and (ii) Ten Million (10,000,000) shares of “blank check” preferred stock authorized, none of which is currently issued and outstanding immediately prior to the execution of this Agreement. As of the Closing Date, Parent will have such number of shares of common stock set forth in Schedule 4.03 issued and outstanding. All outstanding shares of the capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company Parent are issued, reserved for issuance or outstanding; (ii) 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 non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent’s capital stock may votevote (“Voting Parent Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Parent is a party or by which any of them it is bound (i) obligating the Company or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Parent or of any of its Subsidiaries or Voting Parent Debt, (ii) obligating the Company or any of its Subsidiaries Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 the capital stock of the Parent. There As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or any other securities of the Parent held by such security holder under the Securities Act. The shareholder list provided to e-Marine is a current shareholder list generated by its Subsidiariesstock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s common stock as at the Closing.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 200,000 shares of preferred common stock, no par value $.01 per share (value. At the Preferred Shares"). As close of the date hereofbusiness on October 15, (i) 24,335,112 Shares and no Preferred Shares 2004, 100,000 shares of common stock were issued and outstanding. No shares of common stock were held by the Company in its treasury. The Company has no outstanding and (ii) 1,929,698 stock options, stock appreciation rights, phantom units, profit participation or similar rights with respect to the Company. No shares were of capital stock or other equity or voting securities of the Company are reserved for issuance upon exercise or are outstanding. All of the issued and outstanding Optionsshares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights or in violation of state or federal securities laws, and there are no preemptive rights with respect thereto. No capital stock has been issued by the Company since the Company Balance Sheet Date. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, hereof there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party party, or by which any of them it is bound bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of of, or other ownership interests in, the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There Except as set forth in Schedule 4.3, there are not any outstanding contractual obligations as of the date of this Agreement and there will not be at the Closing Date any shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or any by which it is bound relating to the voting of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or any of its SubsidiariesCompany.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 250,000,000 shares of preferred stockCommon Stock and 100,000,000 shares of Preferred Stock, par value $.01 per share (the Preferred Shares")share. As of the date hereofclose of business on June 25, 2007, (i) 24,335,112 Shares and no Preferred Shares there were issued and outstanding and 47,541,916 shares of Common Stock, (ii) 1,929,698 no shares of Preferred Stock were outstanding, (iii) 2,500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance upon exercise in connection with the Preferred Stock Purchase Rights, associated with each outstanding share of outstanding Options. Except 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. (the “Rights Plan”) 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 Plans, to purchase an aggregate of 5,143,138 shares of Common Stock and 628,657 restricted stock units as set forth above, as in Section 3.2 of the date Disclosure Schedule and exercisable at the prices specified therein. All of this Agreement: (i) no the outstanding shares of capital stock Common Stock are duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to or other voting securities 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 Company are issuedDGCL, reserved for issuance the Company’s articles of incorporation or outstanding; (ii) there were no stock appreciation rights, restricted stock grant bylaws or contingent stock grants and there are no other outstanding contractual rights any contract to which the Company is or was a party the value of which is based on the value of Shares; (iii) all outstanding shares of capital stock of or otherwise bound. Neither 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 nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of the Company having which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which with the stockholders of the Company may voteor any such Subsidiary on any matter. Except as otherwise set forth abovein this Section 3.2, as of the date of this Agreement, there are Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, optionsor any outstanding rights (either preemptive or other and including any “phantom stock rights”, warrantsstock appreciation rights, calls, rightsstock-based performance units, commitments, agreementscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which the Company is based on, or any of its Subsidiaries is a party outstanding options or by which any of them is bound obligating warrants for the Company purchase of, or any of its Subsidiaries to issue, deliver agreements providing for the issuance (contingent or sellotherwise) of, or cause to be issuedany outstanding calls, delivered commitments or soldclaims of any character relating to, additional shares of capital any equity securities or any stock or other voting securities of the Company convertible into or of exchangeable for any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any 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. The authorized capital stock of the Company CYIX consists of 30,000,000 Shares and 1,000,000 75,000,000 shares of preferred common stock, $0.001 par value $.01 per share (the Preferred Shares")value. As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were 5,870,000 shares of CYIX’s common stock are issued and outstanding and (ii) 1,929,698 no shares were reserved for issuance upon exercise of CYIX’s common stock are held by CYIX in its treasury; provided, however, that CYIX intends to effect a 1-for-0.481752 reverse split of the CYIX common stock, immediately prior to the Closing, such that the Company shall have only 14,672,865 shares of common stock issued and outstanding Optionsafter giving effect to the reverse split. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are CYIX were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company CYIX are, and all such shares which that may be issued prior to the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the CYIX Charter, the CYIX Bylaws or any Contract to which CYIX is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company CYIX having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company CYIX’s common stock may votevote (“Voting CYIX Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries CYIX is a party or by which any of them it is bound (a) obligating the Company or any of its Subsidiaries CYIX to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, CYIX or any Voting CYIX Debt, (b) obligating CYIX to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of CYIX. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries CYIX to repurchase, redeem or otherwise acquire any shares of capital stock of CYIX. The stockholder list provided to Goldenway or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Company or any issued and outstanding shares of its Subsidiariesthe CYIX’s common stock.

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares 50,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.01 per share stock (the "Preferred SharesStock"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares 25,386,438 shares of Company Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 29,132 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as warrants and non-plan stock options (iii) 1,762,363 shares of Company Common Stock were reserved for issuance under outstanding Company Stock Options issued under the Amended and Restated 1996 Stock Option Plan of the date Company, (iv) 327,028 shares of this Agreement: Company Common Stock were reserved for issuance under the 1999 Employee Stock Purchase Plan of the Company and (iv) no shares of capital stock or other voting securities of Preferred Stock were issued and outstanding. All the Company are issued, reserved for issuance or outstanding; (ii) 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 the Company's capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there non-assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Voting Debt") of the Company having or any of its subsidiaries issued and outstanding. There are no shares of Company Common Stock held in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders treasury of the Company may voteCompany. Except as set forth above, as set forth in Section 3.2(a) of the date of Company Disclosure Statement and for the transactions contemplated by this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding securities, and (ii) there are no existing (A) options, warrants, calls, preemptive rights, commitmentssubscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or undertakings commitments of any kind character, relating to which the Company issued or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of unissued capital stock of the Company or any of its Subsidiariessubsidiaries, obligating the Company or any of its subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its subsidiaries, (B) securities convertible into or exchangeable for such shares or equity interests or (C) obligations of the Company or any of its subsidiaries to grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, convertible security, agreement, arrangement or commitment.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares shares of Common Stock, par value $0.001 per share and 1,000,000 10,000,000 shares of preferred stock, par value $.01 0.001 per share (the Preferred Shares"). As share, of the date hereof, (i) 24,335,112 Shares and no Preferred Shares which there were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date close of this Agreement: (i) business on September 30, 1999, 3,307,318 shares of Common Stock and no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 preferred stock. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, Common Stock have been duly authorized, validly issued, fully paid and are nonassessable and not subject to preemptive rights; free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof and (iv) have been issued in compliance with all federal and state securities laws. The Company has no subsidiaries. Except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no (a) options, warrants, stock appreciation rights or other similar rights, agreements, arrangements or commitments of any character obligating the Company to issue or sell shares of its capital stock, (b) notes, bonds, debentures, notes debentures 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 stockholders the shareholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements vote or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any (c) 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. The (a) As of October 15, 2004, the authorized capital stock of the Company consists of 30,000,000 Shares 10,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereofOctober 15, 2004, (i) 24,335,112 Shares and no Preferred Shares 3,958,358 shares of Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 no shares of Common Stock were held in the treasury of the Company, (iii) 1,000,000 shares of Common Stock were reserved for issuance upon exercise of under outstanding Options. Except as set forth aboveCompany Stock Plans, as of the date of this Agreement: including stock appreciation rights, performance units and stock units, and (iiv) no shares of capital preferred stock or other voting securities of the Company are issued, reserved for issuance were issued or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which . All the Company is a party the value of which is based on the value of Shares; (iii) all outstanding shares of the Company's capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and non-assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Company Voting Debt") of the Company issued and outstanding. The shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants have been reserved for issuance and, when issued upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof, will be duly authorized, validly issued and 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, in Schedule 5.2(a) or as of described in the date of Company SEC Documents, and for the transactions contemplated by this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding securities, and (ii) there are no existing (A) options, warrants, calls, preemptive rights, commitmentssubscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or undertakings commitments of any kind character, relating to which the Company issued or any unissued capital stock of its Subsidiaries is a party or by which any of them is bound the Company, obligating the Company or any of its Subsidiaries to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional sold any shares of capital stock or Company Voting Debt of, or other voting equity interest in, the Company, (B) securities convertible into or exchangeable for such shares or equity interests or (C) obligations of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, preemptive right, commitmentsubscription or other right, convertible security, agreement, arrangement or undertakingcommitment. There are The Company does not own any outstanding contractual obligations equity securities 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 Subsidiariesother Person.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares (i) 14,000,000 shares of Company Common Stock, of which, as of April 26, 2000, 6,099,135 shares are issued and outstanding, and (ii) 1,000,000 shares of preferred stockPreferred Stock, par value $.01 per share (the Preferred Shares"). As share, none of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth abovewhich, as of the date of this Agreement, are issued and outstanding. 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 March 31, 2000, the plans under which such options were granted and award agreements pursuant to which "non-plan" options were granted (collectively, the "STOCK PLANS"), and the Persons to whom such options were granted. Except as set forth in the Company Disclosure Schedule, there are no outstanding securitiessubscriptions, options, warrants, calls, rights, commitments, agreements, arrangements calls or undertakings of any kind other agreements or commitments pursuant to which the Company or its Subsidiaries is or may become obligated to issue, sell, transfer or otherwise dispose of, or purchase, redeem or otherwise acquire, any shares of capital stock of, or other equity interests in, Company or its Subsidiaries or obligating Company or any of its Subsidiaries to grant, extend, or 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 Subsidiaries is a party or by which to any of them is bound obligating the Company or any of its Subsidiaries to issuevoting trust, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock proxy or other voting securities of the Company agreement or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries understanding with respect to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or any of its SubsidiariesCompany.

Capital Structure. The authorized capital stock of the Company Newco consists of 30,000,000 Shares and 1,000,000 200,000,000 shares of Newco Common Stock and 25,000,000 shares of Newco preferred stock, par value $.01 per share (the Preferred Shares"). As share, of the date hereof, (i) 24,335,112 Shares and no Preferred Shares which there were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date close of this Agreement: (i) business on January 18, 2000, 100 shares of Newco Common Stock. There are no other outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were and no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights commitments to which the Company is a party the value of which is based on the value of Shares; (iii) all outstanding issue any shares of capital stock or voting securities after January 18, 2000, other than as contemplated pursuant to this Agreement. All outstanding shares of the Company are, and all shares which may be issued will be, when issued, Newco Common Stock are duly authorized, validly issued, fully paid and nonassessable non- assessable and are free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights; and (iv) there are no bondsrights or rights of first refusal created by statute, debenturesthe Certificate of Incorporation or Bylaws, notes each as amended, of Newco or other indebtedness of the Company having the right any agreement to vote (which Newco is a party or convertible into, or exchangeable for, securities having the right to vote) on any matters on by which stockholders of the Company may voteit is bound. Except as set forth above, as of for (i) the date of rights created pursuant to this Agreement, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its Subsidiaries Newco is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries Newco to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries Newco or obligating the Company or any of its Subsidiaries Newco to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are not any outstanding contractual obligations no contracts, commitments or agreements relating to voting, purchase or sale of the Company Newco's capital stock (i) between or among Newco and any of its Subsidiaries stockholders and (ii) to repurchaseNewco's knowledge, redeem between or otherwise acquire among any of Newco's stockholders. All outstanding shares of capital stock of the Company or any of its SubsidiariesNewco Common Stock were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares an unlimited number of preferred stockCommon Shares, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred which 208,012,259 Common Shares were issued and outstanding and as of the close of business on March 25, 2015 (ii) 1,929,698 shares were the “Capitalization Date”). Other than 4,222,988 Common Shares reserved for issuance under the Equity Incentive Plans (including 1,808,874 Common Shares subject to outstanding Company Options (which outstanding Company Options have a weighted average exercise price of $39.71), 2,414,114 Common Shares issuable upon exercise the vesting of outstanding OptionsCompany RSUs (assuming the performance targets associated with performance-based restricted stock units will be met at the maximum level) and no Common Shares reserved for issuance pursuant to the ESPP), in each case as of the close of business on the Capitalization Date, the Company has no Common Shares reserved for issuance. From the Capitalization Date through the date of this Agreement, (x) there have been no issuances by the Company of Common Shares or other voting securities of the Company, other than issuances of shares of Common Shares pursuant to the Equity Incentive Plans and (y) there have been no issuances by the Company of 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 to issue or sell any shares or other securities of the 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 securities of the Company other than as would be permitted without consent of the Parent after the date of this Agreement pursuant to Section 4.1 of this Agreement. Except as set forth above, as of the date of this Agreement: (i) there are no shares of capital stock pre-emptive or other voting 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 to issue or sell any shares or other securities of the 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 securities of the Company, 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 obligations which by their terms provide the holders thereof with the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and non-assessable. Upon any issuance of any Common Shares reserved for issuance or outstanding; (ii) there were no stock appreciation rightspursuant to outstanding awards under the Equity Incentive Plans, 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 such Common Shares will be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights; free and (iv) there are no bonds, debentures, 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings clear of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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 SubsidiariesLiens.

Capital Structure. The authorized capital stock of the Company ----------------- consists solely of 30,000,000 (i) 20,000,000 Shares and 1,000,000 (ii) 5,000,000 shares of preferred stock, par value $.01 .001 per share share, (the "Preferred Shares"). As At the close of the date hereofbusiness on March 22, 1999: (i) 24,335,112 8,308,107 Shares were issued and outstanding, (ii) no Preferred Shares were issued and outstanding, (iii) 1,614,896 Shares were reserved for issuance pursuant to outstanding and Options granted under the Stock Option Plans, (iiiv) 1,929,698 shares 260,706 Shares were reserved for issuance upon exercise of outstanding Optionsthe Warrants, (v) no Shares were held by Company in its treasury, (vi) 100,000 shares of Series A Participating Preferred Stock were reserved for issuance pursuant to the Company Rights Agreement and (vii) 600,000 Shares have been reserved for issuance under the 1996 Employee Stock Purchase Plan, of which no more than an additional 80,000 Shares will be issued prior to April 30, 1999. Except as set forth abovein the immediately preceding sentence, as at the close of the date of this Agreement: (i) business on March 22, 1999, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and . Except as specified above or in Section 4.1(d) of the Disclosure Schedule, neither Company nor any Subsidiary of Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (ivincluding any preemptive right), agreement or commitment which (i) there are no obligates Company or any material Subsidiary of Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of Company or any Subsidiary of Company, (ii) restricts the transfer of any shares of capital stock of Company or any of its Subsidiaries, or (iii) relates to the voting of any shares of capital stock of Company or any of its Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or any Subsidiary of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of the Company or any Subsidiary of Company may votevote are issued or outstanding. Except as set Section 4.1(d) of the Disclosure Schedule accurately sets forth above, information as of the date hereof regarding the exercise price, date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings grant and number of granted Options for each holder of Options pursuant to any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities Stock Option Plan. Except as specified in Section 4.1(d) of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issueDisclosure Schedule, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations all of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the each Subsidiary of Company have been duly authorized, validly issued, fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company or any by Company and one or more such Subsidiaries, free and clear of its SubsidiariesLiens (as defined in Section 9.3).

Capital Structure. (a) The authorized registered (authorized) share capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares Company Shares. At the close of preferred stockbusiness on June 23, par value $.01 per share (the Preferred Shares"). As of the date hereof2011, (i) 24,335,112 Shares and no Preferred 17,194,812 Company Shares were issued and outstanding outstanding, including 1,959,093 Company Shares held by the Company in its treasury, and (ii) 1,929,698 shares 5,641,815 Company Shares were reserved for issuance upon exercise under Company Employee Plans, of which 1,653,790 were subject to outstanding Optionsoptions or the grant of rights to purchase Company Shares, 393,754 were restricted Company Shares and 723,845 Company Shares were available for future option or restricted share grants. Except as set forth above, as at the close of the date of this Agreement: (i) business on June 23, 2011, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other . All 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 Shares are, and all such shares which that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the Israeli Companies Law, the Company Charter Documents or any Contract 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Shares may votevote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There As of the date of this Agreement, there are not any 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. The (i) As of immediately prior to the Initial Closing, the authorized capital stock of the Company Issuer consists of 30,000,000 Shares 32,000,000 shares of Common Stock, 25,000,000 of which are designated Class A Common Stock, 9,999,980 of which are issued and outstanding, and 6,000,000 of which are designated Class B Common Stock, 1,283,000 of which are issued and outstanding, and 1,000,000 shares of preferred stockPreferred Stock, par value $.01 per share (125,000 of which are designated Class A Preferred Stock, 125,000 of which are issued and outstanding, and 5,000 of which are designated Class B Preferred Stock, 2,850 of which are issued and outstanding. Neither the Class A Preferred Shares")Stock nor the Class B Preferred Stock is convertible into Common Stock. As The rights, preferences, privileges and restrictions of the date hereof, (i) 24,335,112 Shares Common Stock and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise Stock are as stated in the Certificate of outstanding OptionsIncorporation. Except as set forth above, as All of the date of this Agreement: (i) no shares of capital stock or other voting outstanding Equity securities of the Company Issuer and each of its Subsidiaries are issued, reserved for issuance or outstanding; (ii) 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 non-assessable free and not subject to clear of any preemptive rights; and (iv) there are no bonds, debentures, 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 stockholders of the Company may votesimilar right. Except as set forth above, as of on Schedule 4.1(k)(i) or in the date of this AgreementTransaction Documents, there are no lock-up or market standoff agreements and no outstanding securitiesrights, options, warrants, calls, preemptive rights, commitments, agreements, arrangements rights of first refusal or undertakings similar rights for the purchase or acquisition from the Issuer of any kind securities of the Issuer nor are there any commitments to which issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal. Neither the Company or Issuer nor any of its Subsidiaries is a party obligated to issue or by which any of them is bound obligating the Company or sell any of its Subsidiaries Equity securities to issueany Person, deliver except as set forth on Schedule 4.1(k)(i) hereto or sell, pursuant to the Transaction Documents. There are no outstanding rights or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities obligations of the Company Issuer to repurchase or of redeem any of its Subsidiaries Equity securities, except as set forth in the Certificate of Incorporation or obligating Schedule 4.1(k)(i). All outstanding securities have been issued in compliance with state and federal securities laws. Except as set forth in the Company or any of its Subsidiaries to issue2005 Restricted Stock Plan (as described in Section 4.1(k)(ii) below), grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations none of the Company Issuer’s stock purchase agreements or restricted stock documents contains a provision for acceleration of vesting (or lapse of a repurchase right) upon the occurrence of any event or combination of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariesevents.

Capital Structure. The authorized capital stock of the Company consists as of 30,000,000 Shares the date hereof, and 1,000,000 as of the Effective Time, of 100,000,000 shares of preferred common stock, $.001 par value $.01 per share (“Company Common Stock”). Other than the Preferred Shares")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, (i) 24,335,112 Shares and no Preferred Shares were 7,221,598 shares of Company Common Stock are issued and outstanding and outstanding, (ii) 1,929,698 no shares were of Company Common Stock are held by the Company in its treasury, and (iii) 4,780,750 shares of Company Common Stock are reserved for issuance upon exercise of outstanding Optionsthe Stock Options (as hereinafter defined). Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants All issued 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 Common Stock are, and all shares of Company Common Stock which may be issued upon the exercise of Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable 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, are not subject to any preemptive rights; and (iv) . To the 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, into or exchangeable for, for other securities having the right to vote) on any matters on which stockholders the shareholders of the Company may vote. Except as set forth above, as of the date of this Agreementhereof, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any 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. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred 24,000,000 Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred 6,726,615 Shares were issued and outstanding and outstanding, (ii) 1,929,698 shares 502,685 Shares were reserved for issuance upon exercise of outstanding Options, and (iii) 200,108 Shares were issued and are held in the Company's treasury. Except as set forth aboveabove or on Schedule 3.3(a) of the Disclosure Schedule, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were are no stock appreciation rights, phantom stock units, restricted stock grant or grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, 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 Shares which may be issued will be, when so 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote. Except as set forth aboveabove or in Schedule 3.3(b) of the Disclosure Schedule, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries. Schedule 3.3(c) of the Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Company Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. (i) The authorized capital stock of the Company consists of 30,000,000 400,000,000 Shares, of which 67,859,898 Shares were outstanding as of the close of business on February 18, 2008, and 1,000,000 10,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares")of which no shares are outstanding. As All of the date hereofoutstanding Shares have been duly authorized and are validly issued, (i) 24,335,112 fully paid and nonassessable. Other than 11,863,437 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth aboveunder the Company’s 1997 Omnibus Incentive Plan, 2003 Omnibus Incentive Plan, as amended, and 2006 Omnibus Incentive Plan, as amended, DBT Online Inc. Stock Option Plan and the Deferred Compensation Plan and Deferred Compensation Plan No. 2 (collectively, the “Stock Plans”) and Shares subject to issuance under the Stock Plans, the Company has no Shares reserved for or subject to issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list as of February 14, 2008 of options, phantom stock, restricted stock, deferred shares, share equivalent units and Stock-based performance units under the Stock Plans, including the holder to whom the applicable security was issued, date of this Agreement: (i) no grant, type of award, term, number of Shares and, where applicable, exercise price per Share. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 each of the Company are, and all shares which may be issued will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and (iv) there are no bondsclear of any lien, debenturescharge, notes pledge, security interest, claim or other indebtedness of the Company having the right to vote encumbrance (or convertible intoeach, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may votea “Lien”). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations 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 are authorized, issued or outstanding. Upon any issuance of Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company does not have outstanding any bonds, debentures, notes or other 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 matter.

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares 14,000,000 shares of Common Stock, of which 8,200,765 shares of Common Stock were outstanding as of the close of business on January, 10, 2018, and 1,000,000 shares of preferred stock, par value $.01 0.001 per share (the Preferred Shares"). As of the date hereofCompany, (i) 24,335,112 Shares none of which were outstanding immediately prior to the execution and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of delivery by the date Company of this Agreement: (i) . All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no shares of Common Stock reserved for future issuance. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 each of the Company are, and all shares which may be issued will be, when issued, Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there are no bonds, debentures, notes owned by the Company or other indebtedness by a direct or indirect wholly-owned Subsidiary of the Company having the right to vote (or convertible intoCompany, or exchangeable for, securities having the right to vote) on free and clear of any matters on which stockholders of the Company may voteLien. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations 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 are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other 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 matter.

Capital Structure. The authorized capital stock of the Company consists solely of 30,000,000 Shares (i) 15,000,000 shares of Common Stock, and 1,000,000 (ii) 100,000 shares of preferred stock, par value $.01 0.01 per share share, of Company (the "Preferred SharesStock"). As At the close of business on March 15, 2002 (the date hereof, "Capital Structure Date"): (i) 24,335,112 Shares and no Preferred Shares 6,774,027 shares of Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 no shares of Preferred Stock were issued and outstanding, (iii) 558,000 shares of Common Stock were reserved for issuance upon exercise pursuant to outstanding Options granted under the Incentive Plan, and (iv) 1,078,476 shares of outstanding OptionsCommon Stock were held by Company in its treasury. Except as set forth above, as of in the date first sentence of this Agreement: (i) Section 4.1(f), at the close of business on the Capital Structure Date, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which . Since the Company is a party the value close of which is based business on the value Capital Structure Date, no shares of Shares; capital stock or other equity securities of Company have been issued or reserved for issuance or become outstanding, other than shares of Common Stock described in clause (iii) all of the first sentence of this Section 4.1(f) that have been issued upon the exercise of outstanding Options granted under the Incentive Plan. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) . Except as described in this Section 4.1(f), Company does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of its capital stock, there are no outstanding options, warrants or other rights to purchase or acquire any of its capital stock, and there are no contracts, commitments, understandings, arrangements or restrictions by which Company is bound to issue additional shares of its capital stock. Company has no authorized or outstanding bonds, debentures, notes or other indebtedness of that entitle the Company having the right holders to vote (or convertible into, or exercisable for or exchangeable for, into securities having that entitle the right holders to vote) with holders of Common Stock on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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 Subsidiariesmatter.

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares 1,000,000,000 shares of the Company Common Stock and 1,000,000 50,000,000 shares of preferred stock, par value $.01 0.01 per share (the “Company Preferred Shares"Stock”, and, together with the Company Common Stock, the “Company Capital Stock”). As At the close of business on May 8, 2015 (the date hereof“Measurement Date”), (ia) 24,335,112 Shares and no Preferred Shares 36,809,108 shares of Company Common Stock (which includes 290,566 shares of Company Restricted Stock) were issued and outstanding and (iib) 1,929,698 no shares of Company Preferred Stock were reserved for issuance upon exercise issued or outstanding. All issued and outstanding shares of outstanding Optionsthe 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. Except as set forth above, as at the close of business on the date of this Agreement: (i) Measurement Date, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . There are no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Common Stock, the Company OP Units or the general partnership interests in the Company OP may votevote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementMeasurement Date, there are were no outstanding securities, options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is Company Subsidiary was a party or by which any of them is was bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, callsecurity, right, commitment, agreement, arrangement commitment or undertaking. There are not any At the close of business on the Measurement Date, (a) Company OP GP, as sole general partner of Company OP, owned the entire general partnership interest in Company OP; (b) 39,152,608 Company OP Units were issued and outstanding contractual obligations (c) no preferred units of the Company OP were issued and outstanding; (d) no Class B Contingent Units (as defined in the Company OP Limited Partnership Agreement) were issued and outstanding; (e) no LTIP Units (as defined in the Company OP Limited Partnership Agreement) were issued and outstanding; and (f) no other partnership interests were issued and outstanding or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock issuable. There are no partners of the Company OP or holders of Company OP Units other than as set forth on Section 3.02(a) of the Company Disclosure Letter. Section 3.02(a) of the Company Disclosure Letter sets forth the number of partnership units held by each partner in the Company OP. Other than the Company OP Units owned by the limited partners of the Company OP set forth in Section 3.02(a) of the Company Disclosure Letter, the Company directly owns all of the issued and outstanding Company OP Units of the Company OP, free and clear of any Liens, and all Company OP Units have been duly authorized and validly issued and are free of its Subsidiariespreemptive rights. The Company OP GP is the sole general partner of the Company OP and owns the general partnership interest free and clear of any Liens.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). a) As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, the authorized share capital of the Company consists of 60,000,000 authorized shares of Company Common Stock and 14,225,000 shares of preferred stock, without par value (“Preferred Stock”), of which, as of the close of business on August 28, 2015 (the “Capitalization Date”) 21,856,370 shares of Company Common Stock 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 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 securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of share capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations 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 are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other 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 matter.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares 50,000,000 shares of Company Common Stock and 1,000,000 10,000,000 shares of preferred stock, par value $.01 per share (the "Preferred SharesStock"). As At the close of the date hereofbusiness on April 24, 1998, (i) 24,335,112 Shares 25,520,763 shares of Company Common Stock and no shares of Preferred Shares Stock were issued and outstanding and outstanding, (ii) 1,929,698 18,845 shares of Company Common Stock were held by the Company in its treasury, (iii) 5,484,329 shares of Company Common Stock were reserved for issuance upon exercise pursuant to outstanding Stock Options under the Company Stock Plans (each as defined in Section 7.04), 17 (iv) 180,816 shares of outstanding OptionsCompany Common Stock were reserved for issuance pursuant to the Yurie Systems, Inc., Employee Stock Purchase Plan (the "ESPP") and (v) 191,374 shares of Company Common Stock were reserved for issuance pursuant to the Yurie Systems, Inc. 401(k) Savings Plan (the "401(k) Plan"). Except as set forth above, as at the close of the date of this Agreement: (i) business on April 24, 1998, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans, the ESPP and the 401(k) Plan will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the DGCL, the Company's Certificate of Incorporation or By-laws or any Contract (ivas defined in Section 4.04) there 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, or exchangeable for, into securities having the right to vote) on any matters on which stockholders of the Company may votevote ("Voting Company Debt"). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements arrangements, or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible into or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries subsidiary or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. The Company is not a party to any voting agreement with respect to the voting of any of its securities. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.subsidiaries. The outstanding capital stock of the Company was issued in compliance with all applicable Federal and state securities laws and regulations. The shares of Company Common Stock set forth in Exhibit A to the Stockholders Agreement represent in excess of a majority of the outstanding shares of Company Common Stock on a fully diluted basis. 18

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares 30,000,000 shares of Common Stock, of which 12,301,610 shares were issued and outstanding and as of the close of business on January 6, 2005, (ii) 1,929,698 3,500,000 shares of the Series A Preferred Stock, of which 3,211,903 shares were reserved for issuance upon exercise of issued and outstanding Options. Except as set forth above, as of the date close of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issuedbusiness on January 6, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants 2005 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 6,225,000 shares of capital stock the Series B Preferred Stock, of which 6,000,000 shares were issued and outstanding as of the close of business on January 6, 2005. All shares of Company are, and all shares which may be issued will be, when issued, Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights; and (iv) there are no bondsrights or rights of first refusal created by statute, debentures, notes the Certificate of Incorporation or other indebtedness Bylaws of the Company having or any agreement to which the right to vote (Company is a party or convertible into, or exchangeable for, securities having the right to vote) on any matters on by which stockholders it is bound. The shares of the Company may vote. Except Capital Stock owned by the Stockholders as set forth above, as in the Payment Spreadsheet constitute all of the date issued and outstanding capital stock of the Company. Except for the rights created pursuant to this AgreementAgreement and as set forth on Schedule 3.12(a) of the Company Disclosure Schedule, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries 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 other voting securities of the Company or of any of its Subsidiaries Capital Stock or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are not no other contracts, commitments or agreements relating to voting, purchase or sale of Company Capital Stock (i) between or among the Company and any of the Stockholders and (ii) to the knowledge of the Company, between or among any of the Stockholders. Each outstanding contractual obligations share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Company Common Stock. All shares of Company Capital Stock and all Stock Options and Warrants have been issued and granted in compliance with (y) all applicable federal and state securities laws and other applicable legal requirements, and (z) except as set forth on Schedule 3.12(a)(z) of the Company or Disclosure Schedule, any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of requirements set forth in the Company or any Certificate of its SubsidiariesIncorporation and Bylaws and applicable Company contracts.

Capital Structure. The authorized capital stock members equity of the Company LLC consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share ten million (the Preferred Shares"). As 10,000,000) Units of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were LLC'S Membership Interests which are issued and outstanding and held by twenty-seven (ii27) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsequity members. Except as set forth above, as of herein the date of this Agreement: (i) LLC has no shares of capital stock or other voting securities of the Company are any nature issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there . All outstanding LLC Units 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 . There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company LLC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders members of the Company LLC may vote. Except as set forth above, as of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries LLC is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries LLC to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock LLC Units or other equity or voting securities of the Company or of any of its Subsidiaries LLC or obligating the Company or any of its Subsidiaries LLC to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries LLC to repurchase, redeem or otherwise acquire or make any shares payment in respect of capital stock any LLC Units or securities of the Company LLC. There are no agreements or arrangements pursuant to which the LLC is or could be required to register the LLC Units or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any holders of its Subsidiariesthe LLC Units or with respect to any securities of the LLC.

Capital Structure. (a) The authorized capital stock Capital Stock of the Company consists of 30,000,000 Shares and 1,000,000 1,000 shares of preferred common stock, par value $.01 per share (the Preferred Shares"). As 0.01, of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were which 102.513761 shares are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth abovein the preceding sentence, as of the date of this Agreement: (i) no shares of capital stock or other voting securities Capital Stock of the Company are issued, reserved for issuance or outstanding; . Section 3.3(a) of the Disclosure Schedule sets forth (i) all the authorized Capital Stock of each of the Transferred Subsidiaries and (ii) there were no stock appreciation rightsthe number of shares (or other applicable units) of each class or series of Capital Stock of each of the Transferred Subsidiaries that are issued and outstanding, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which together with the Company is a party registered holder thereof. All the value of which is based on the value of Shares; (iii) all outstanding shares (or other applicable units) of capital stock each class or series of Capital Stock of the Company are, Transferred Companies have been duly authorized and all shares which may be issued will be, when issued, duly authorized, validly issued, are fully paid and nonassessable and were not subject to issued in violation of any preemptive rights; and (iv) there or subscription rights enforceable under applicable Law. There are no bonds, debentures, 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, warrants or convertible or exchangeable securities, or conversion, preemptive, subscription or other rights, commitments, or agreements, arrangements or undertakings of commitments, in any kind to such case, obligating or which may obligate the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries Transferred Companies to issue, deliver or sell, purchase, return or cause to be issued, delivered or sold, additional redeem any respective shares of capital stock (or other voting applicable units) of their respective Capital Stock or securities convertible into or exchangeable for any respective shares (or other applicable units) of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingtheir respective Capital Stock. There are not no shares (or other applicable units) of any outstanding contractual obligations Capital Stock of the Company Transferred Companies reserved for issuance. There are no capital appreciation rights, phantom stock plans, securities with participation rights or any features, or similar obligations and commitments of its Subsidiaries to repurchase, redeem or otherwise acquire any the Transferred Companies. Seller owns of record and beneficially all of the Shares and indirectly owns all of the outstanding shares of capital stock Capital Stock of each of the Company Transferred Subsidiaries, free and clear of all Liens, other than any Liens arising as a result of the Transaction Agreements and restrictions on transfer imposed by applicable Laws. Upon the transfer and delivery of the Shares to Buyer at Closing, as contemplated herein, Buyer will acquire record and beneficial ownership of the Shares, free and clear of all Liens, other than any restrictions on transfer imposed by applicable Laws, Liens arising as a result of the Transaction Agreements and any events or any of its Subsidiariescircumstances occurring after the Closing.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 30,000,000 Shares and 1,000,000 100,000,000 shares of preferred stockCommon Stock, $0.001 par value per share, and 10,000,000 shares of Preferred Stock, $.01 0.001 par value per share (the Preferred Shares"). As share, of the date hereof, (i) 24,335,112 Shares and no Preferred Shares which there were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date close of this Agreement: (i) business on June 30, 1999, 35,935,627 shares of Common Stock and no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 Preferred Stock. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, Parent have been duly authorized, validly issued, fully paid and are nonassessable and not free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and non-assessable. Parent has reserved 7,544,000 shares of Parent Common Stock for issuance pursuant to the Parent Stock Option Plan, of which 1,476,351 shares have been issued pursuant to option exercises and 3,674,236 shares are subject to preemptive rights; and (iv) there are no bondsoutstanding, debentures, 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 stockholders of the Company may voteunexercised options. Except as set forth above, as As of the date of this Agreement, no warrants to purchase shares of Parent Common Stock are outstanding. Except for (i) the rights created pursuant to this Agreement, (ii) the outstanding options under the Parent's stock option plan, and (iii) Parent's right to repurchase any unvested shares under its stock option plan, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its Subsidiaries Parent is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries Parent to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries Parent or obligating the Company or any of its Subsidiaries Parent to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except for this Agreement, agreementthere are no contracts, arrangement commitments or undertaking. There are not any outstanding contractual obligations agreement relating to voting, purchase or sale of the Company Parent's capital stock or voting securities (i) between or among Parent and any of its Subsidiaries securityholders, and (ii) to repurchaseParent's knowledge, redeem between or otherwise acquire among any of Parent's securityholders. None of the outstanding options permit any accelerated vesting or exercisability of those options or the shares of capital stock Parent Common Stock subject to those options by reason of the Company Merger or any other transactions contemplated by this Agreement. True and complete copies of its Subsidiariesall agreements and instruments relating to or issued under Parent's stock option plan have been provided to Company and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Company. All outstanding shares of Parent Common Stock and all Parent options and warrants to acquire Parent Common Stock from Parent were issued in compliance in all material respects with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares 40,000,000 shares of Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred SharesStock"). As At the time of the date hereofexecution of this Agreement, (i) 24,335,112 Shares and no Preferred Shares 14,644,054 shares of Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 no shares of Preferred Stock were issued and outstanding, (iii) no shares of Common Stock were held by the Company in its treasury or by any of the Company's subsidiaries, and (iv) 2,556,785 shares of Common Stock were reserved for issuance upon exercise of outstanding Optionspursuant to the Stock Plans. Except as set forth above, as at the time of the date execution of this Agreement: (i) , no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all 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; and (iv) there . There are no not any bonds, debentures, notes or other indebtedness or securities 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 stockholders shareholders of the Company may vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are no outstanding not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not no outstanding rights, commitments, agreements, arrangements or undertakings of any outstanding contractual obligations of 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 outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 20,000,000 Shares and 1,000,000 5,000,000 shares of preferred stockPreferred Stock, par value $.01 per share ("Preferred Stock") of the Preferred Shares")Company. As of the date hereofof this Agreement, (i) 24,335,112 Shares and no Preferred 6,733,770 Shares were issued and outstanding and outstanding, (ii) 1,929,698 no Shares were held by the Company in its treasury or by any of the Company's subsidiaries, (iii) 1,139,556.25 shares of Preferred Stock were issued and outstanding, (iv) 725,500 Shares were reserved for issuance pursuant to the outstanding Company Options, and (v) 150,000 Shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as warrants to purchase Shares disclosed in Section 4.1(c) of the date of this Agreement: Disclosure Schedule (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 "Warrants"). All outstanding shares of capital stock of the Company are, and all 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; and (iv. Except as set forth in Section 4.1(c) of the Disclosure Schedule, there are no not any bonds, debentures, notes or other indebtedness or securities 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 stockholders shareholders of the Company may vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are no outstanding not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There Except as set forth in Section 4.1(c) of the Disclosure Schedule, there are not no outstanding rights, commitments, agreements, arrangements or undertakings of any outstanding contractual obligations of 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. The authorized capital stock of the Company Parent consists of 30,000,000 Shares and 1,000,000 One Hundred Fifty Million (150,000,000) shares of preferred common stock, par value $.01 US$ 0.0001 per share and Five Million (the Preferred Shares"). As 5,000,000) shares of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise preferred stock with a par value of outstanding OptionsUS $0.0001. Except as set forth abovein the Parent SEC Documents, as of the date of this Agreement: (i) no other shares of capital stock or other voting securities of the Company are Parent were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company Parent are, and all such shares which that may be issued prior to the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) right, subscription right or any similar right under any provision of the laws of the Xxxxxxxx Islands, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as set forth in the SEC Documents, there are no bonds, debentures, notes or other indebtedness of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent Stock may votevote (“Voting Parent Debt”). Except in connection with the Transactions or as set forth abovedescribed in the SEC Documents, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Parent is a party or by which any of them it is bound (i) obligating the Company or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Parent or of any of its Subsidiaries or Voting Parent Debt, (ii) obligating the Company or any of its Subsidiaries Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 the capital stock of the Parent. There As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Other than as set forth in the SEC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company or any is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Subsidiariesthe issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized number of shares and type of all authorized, issued and outstanding capital stock of the Company consists of 30,000,000 Shares Company, Platinum Beijing, Platinum Hong Kong and 1,000,000 PRC Sub, and all shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were capital stock reserved for issuance upon exercise of outstanding Optionsunder the Company’s various option and incentive plans is specified on Schedule 2.01(c). Except as set forth abovein Schedule 2.01(c), as of the date of this Agreement: (i) no shares of capital stock or other voting equity securities of the Existing Company Entities are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there . There are no outstanding bonds, debentures, notes or other indebtedness or other securities 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 stockholders of the Company may votematters. Except as set forth above, as of the date of this Agreementin Schedule 2.01(c), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Existing Company or any of its Subsidiaries is Entities are a party or by which any of them is they are bound obligating the any Existing Company or any of its Subsidiaries Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any 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. The authorized capital stock of the Company consists of 30,000,000 Shares 10,000,000 shares of Company Common Stock and 1,000,000 2,500,000 shares of preferred stock, par value $.01 0.01 per share (the “Company Preferred Shares"Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As , of which as of the date hereofof this Agreement, (ia) 24,335,112 Shares 6,748,056 shares of Company Common Stock and no shares of Company Preferred Shares Stock were issued and outstanding outstanding, (b) 99,200 shares of Company Common Stock were held by the Company in its treasury and (iic) 1,929,698 920,750 shares of Company Common Stock were subject to outstanding Options and 304,000 additional shares of Company Common Stock were reserved for issuance upon exercise of outstanding Optionspursuant to the Company Stock Plans. Except as set forth above, as of the date of this Agreement: (i) , no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company Common Stock are, and all such shares which that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there 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 no not any bonds, debentures, 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 stockholders holders of the Company Common Stock may votevote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 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. The authorized capital stock of the Company consists of 30,000,000 10,600,000 Shares and 1,000,000 894,000 shares of preferred stock, par value $.01 per share stock of the Company (the "Company Preferred Shares"). As At the close of business on the last business day immediately preceding the date hereofhereof (the "Measurement Date"), (i) 24,335,112 Shares and no Preferred 3,838,742 Shares were issued and outstanding and outstanding, (ii) 1,929,698 3,336,419 Shares were held by the Company in its treasury, (iii) 106,000 shares of Series A Participating Preferred Stock, par value $1 per share (the "Participating Preferred"), were reserved for issuance upon exercise of outstanding Optionspursuant to the Company Rights Agreement, and (iv) other than the Participating Preferred, no other Company Preferred Shares have been designated or issued. Except as set forth above, as at the close of business on the date of this Agreement: (i) Measurement Date, no shares of capital stock or other voting securities of the Company are or any Subsidiary were issued, reserved for issuance or outstanding; (ii) . At the close of business on the Measurement Date, there were no outstanding stock options, stock appreciation rights, restricted stock grant rights or contingent stock grants and there are no other outstanding contractual rights to which the Company is receive Shares on a party the value of which is based on the value of Shares; (iii) all deferred basis. 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) . As of the close of business on the Measurement Date, there are were no bonds, debentures, notes or notes, other indebtedness or securities 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 stockholders shareholders of the Company may vote. Except as set forth above, as of the date close of this Agreementbusiness on the Measurement Date, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any 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. The authorized share capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares Fifty Thousand (50,000) Company Shares, all of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were which are issued and outstanding and (ii) 1,929,698 held by the Shareholders. No shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there . All outstanding Company Shares 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 non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (ivas defined in Section 3.04) there 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Shares may votevote (“Voting Company Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them the Company is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating equity interest in, the Company or any of its Subsidiaries Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are not undertaking or (iii) that give any outstanding contractual obligations person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Company shares 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. The As of the date of execution of this Agreement, the authorized capital stock of the Company COMPANY consists of 30,000,000 2,000,000,000 shares of Common Stock with a par value of USD $0.001 per share, of which 119,445,571 shares are currently issued and outstanding. The EXTRA EASE Exchange Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 EWIP Exchange Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 respectively pursuant to this Agreement shall be, when issued, duly authorizedissued pursuant to the terms of the resolution of the Board of Directors of the COMPANY approving such issuance, validly issued, fully paid and nonassessable non-assessable 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth aboveotherwise specified herein, as of the date of execution of this Agreement, there are no outstanding securities, other options, warrants, calls, rightsagreements or other rights to purchase or otherwise acquire from the COMPANY at any time, or upon the happening of any stated event, any shares of the capital stock of the COMPANY whether or not presently issued or outstanding. The issuance of the Merger Shares will be in accordance with the provisions of this Agreement. On the Closing Date all of the issued and outstanding shares of Common Stock and all of the Merger Shares to be issued pursuant to this Agreement will have been duly authorized and validly issued, fully paid and non-assessable, will have been issued in compliance with all applicable Laws, and will have been issued free of preemptive rights of any security holder. As of the date of this Agreement there are, and as of the Closing Date there will be, no outstanding or authorized options, warrants, agreements, commitments, agreementsconversion rights, arrangements preemptive rights or undertakings other rights to subscribe for, purchase or otherwise acquire or receive any shares of the COMPANY’s capital stock, nor are there or will there be any kind outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the COMPANY or any Common Stock, or any voting trusts, proxies or other agreements or understandings with respect to the voting of the COMPANY’s capital stock as of the Closing Date. There are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries COMPANY is a party or by which any of them it is bound obligating with respect to any equity security of any class of the Company COMPANY. Except for the COMPANY’s 100% interest in Acquisition Subsidiary, neither The COMPANY nor Acquisition Subsidiary, directly or indirectly, owns any capital stock or other securities of, or any beneficial ownership interest in, or holds any equity or similar interest, or has any investment in any corporation, limited liability company, partnership, limited partnership, joint venture or other company, person or other entity, including without limitation any Subsidiary of the COMPANY. For purposes of this Agreement, a “Subsidiary” of a company means any entity in which, at the date of this Agreement, such company or any of its Subsidiaries to issue, deliver subsidiaries directly or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities indirectly owns any of the Company capital stock, equity or of any of its Subsidiaries similar interests or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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.voting power

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 32,000,000 shares of preferred stock, par value $.01 per share Company Class A Stock and 10,000,000 shares of Company Class B Common Stock. Subject to any Permitted Changes (the Preferred Shares"as defined in Section 4.1(b). As of ) following the date hereofof this Agreement, there are (i) 24,335,112 Shares and no Preferred Shares were 14,005,042 shares of Company Class A Stock issued and outstanding and outstanding, (ii) 1,929,698 8,025,025 shares were of Company Class B Stock issued and outstanding, (iii) 259,328 shares of Company Class A Stock and 97,644 shares of Company Class B Stock held in the treasury of the Company or held by any subsidiary of the Company; (iii) 147,431 shares of Company Class A Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Option Plans; and (iv) 1,121,855 shares of Company Class A Stock issuable upon exercise of outstanding Company Stock Options. As of August 31, 1997, there was approximately $2,500 withheld from the Company's employees' salaries to purchase shares of Company Common Stock pursuant to and issuable under the Stock Purchase Plan. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Stock Plans will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there . There are no outstanding bonds, debentures, notes or other indebtedness or other securities 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There Other than the Company Stock Options, (i) there are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its Subsidiariessubsidiaries and (ii) to the knowledge of the Company, other than as provided in the Shareholders' Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company or any subsidiary 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 (the "Securities Act").

Capital Structure. The authorized capital stock of the Company Xiangrui consists of 30,000,000 Shares and 1,000,000 50,000 no par value shares of preferred stock, par value $.01 per which 1 share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were is issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company Xiangrui are issued, reserved for issuance or outstanding; (ii) there were no . Xiangrui is the sole record and beneficial owner of all of the issued and outstanding capital 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 each of Shares; (iii) all its subsidiaries. All outstanding shares of the capital stock of the Company are, Xiangrui and all shares which may be issued will be, when issued, each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the applicable corporate laws of the British Virgin Islands, the Xiangrui Constituent Instruments or any Contract to which Xiangrui is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Xiangrui or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Xiangrui Stock or the Company capital stock of any of its subsidiaries may votevote (“Voting Xiangrui Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company Xiangrui or any of its Subsidiaries subsidiaries is a party or by which any of them is bound (a) obligating the Company Xiangrui or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Company or of any of its Subsidiaries or obligating the Company other equity interest in, Xiangrui or any of its Subsidiaries subsidiaries or any Voting Xiangrui Debt, (b) obligating Xiangrui or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of Xiangrui or of any of its subsidiaries. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries Xiangrui to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesXiangrui.

Capital Structure. The authorized capital stock of the Company (the “Company Capital Stock”) consists of 30,000,000 25,000,000 Shares and 1,000,000 833,000 shares of preferred stock, $0.001 par value $.01 per share (the “Company Preferred Shares"Stock”). As , of the date hereof, (i) 24,335,112 Shares and no Preferred Shares which there were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the close of business on the date of this Agreement: , 8,178,546 Shares (iexcluding treasury Shares) and no shares of capital stock or other voting securities Company Preferred Stock. On the date of the Company are issuedthis Agreement, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which Shares held in treasury by the Company is a party the value of which is based on the value of Shares; (iii) all outstanding shares of capital stock Company. All of the Company are, issued and all shares which may be issued will be, when issued, outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and are free and clear of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights; 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. The Company has 2,629,824 Shares available for issuance pursuant to the Stock Option Plans of which 1,180,176 Shares are subject to outstanding, unexercised options. Up to 50,000 Shares are issuable upon exercise of a warrant granted to Oakland Corporate Center LLC. The Company has not issued or granted, and (iv) will not issue or grant, additional options or any other rights exercisable, exchangeable, or convertible for Shares under the Stock Option Plans, and there are no bonds, debentures, notes or other indebtedness of the Company having the right Shares subject to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may voteoutstanding stock purchase rights. Except for the rights created pursuant to this Agreement, the stock options outstanding under the Stock Option Plans as set forth above, the warrant set forth above and except for the rights (the “Rights”) issued pursuant to the Preferred Stock Rights Agreement (the “Rights Agreement”) dated as of April 7, 2004, between Versata, Inc. and EquiServe Trust Company N.A., as Rights Agent (the date “Rights Agent”) (which Rights and Rights Agreement have been terminated or amended, as appropriate, as contemplated by Section 2.08 of this Agreement so that neither this Agreement nor any Contemplated Transaction shall trigger or otherwise cause or result in any event or occurrence under the Rights Agreement), there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of capital stock repurchased or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issueredeemed, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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 obligating the Company to grant, 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 are no Contracts, commitments or agreements relating to the voting, purchase, sale or registration of any capital stock or other securities of the Company or any of its SubsidiariesSubsidiaries (i) between or among the Company and any of its stockholders or any third party and (ii) to the Knowledge of the Company, between or among any of the Company’s stockholders or any third party. True and complete copies of all agreements and instruments relating to or issued under the Stock Option Plans have been made available to Parent. Such agreements and instruments relating to or issued under the Stock Option Plans have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments, in any case from the form made available to Parent. The Company Disclosure Schedule hereto sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Stock Option Plans, including the number of shares of Company capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. The terms of the Stock Option Plans permit the Stock Option Plans and each Option to be canceled and terminated and converted as contemplated by Sections 2.07 and 2.08 of this Agreement and otherwise by this Agreement. The terms of the ESPP permit the transactions contemplated by Section 2.08 of this Agreement and the termination of the ESPP contemplated by this Agreement. The terms of the Rights Agreement permit the transactions contemplated by this Agreement and the termination or amendment of the Rights Agreement contemplated by this Agreement.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 30,000,000 Shares 80,000,000 shares of Parent Common Stock, $0.0001 par value, and 1,000,000 20,000,000 shares of preferred stockstock at $0.0001 par value, par value $.01 per share (the Preferred Shares"). As of which approximately 10,862,067 shares of Parent Common Stock will be issued and outstanding as of the date hereof, (i) 24,335,112 Shares of this Agreement and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance of Parent Common Stock are issuable upon the exercise of outstanding Optionswarrants, convertible notes, and options and otherwise. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting equity securities of the Company Parent are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and nonassessable, not subject to preemptive rights; , and (iv) there issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting equity securities of the Company or of any of its Subsidiaries or obligating the Company Parent or any of its Subsidiaries subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company Parent or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Parent or any of its Subsidiariessubsidiaries.

Capital Structure. The authorized capital stock of the Company Ntera consists of 30,000,000 Shares and 1,000,000 100 shares of preferred stock, par value $.01 per share (the Preferred Shares")Ntera Common Stock. As of the date hereofMarch 15, 2004, (i) 24,335,112 Shares and no Preferred Shares 100 shares of Ntera Common Stock were issued and outstanding outstanding, and (ii) 1,929,698 no shares of Ntera Common Stock were reserved for issuance upon exercise held by Ntera in its treasury or by any of outstanding OptionsNtera’s subsidiaries. Except as set forth above, as above or on Section 3.1(c) of the date Ntera Disclosure Schedule, at the time of execution of this Agreement: (i) , no shares of capital stock or other voting securities of the Company Ntera are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, Ntera are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there . There are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company Ntera having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company Ntera may vote. Except as set forth above, as above or on Section 3.1(c) of the date of this AgreementNtera Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements agreements or undertakings of any kind to which the Company Ntera or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company Ntera or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company Ntera or of any of its Subsidiaries subsidiaries or obligating the Company Ntera or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not no outstanding rights, commitments, agreements, or undertakings of any outstanding contractual obligations of the Company kind obligating Ntera or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company Ntera or any of its Subsidiariessubsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. The authorized and outstanding capital stock of the Company consists Webdigs on a fully diluted basis and all outstanding rights to acquire or receive, directly or indirectly, any equity of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, Webdigs as of the date of this Agreement: Agreement and the Closing Date (inot including the Preferred Shares) are set forth on Section 2.03 of the Webdigs Disclosure Schedule. Except as set forth on Section 2.03 of the Webdigs Disclosure Schedule, there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or granting any right to subscribe for any shares of capital stock or other voting securities equity interest of the Company are issued, reserved for issuance or outstanding; (ii) 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 Webdigs. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, Webdigs are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Webdigs Charter Documents or any Contract (ivas defined in Section 2.05) there to which Webdigs is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company Webdigs having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company common stock may votevote (“Voting Webdigs Debt”). Except as set forth abovein Section 2.03 of the Webdigs Disclosure Schedule, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Webdigs is a party or by which any of them Webdigs is bound (i) obligating the Company or any of its Subsidiaries Webdigs to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interest in, Webdigs or any of its Subsidiaries Voting Webdigs Debt, (ii) obligating Webdigs to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are not undertaking or (iii) that give any outstanding contractual obligations person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Company shares or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Webdigs. The Preferred Shares, upon issuance, will constitute, on an as-converted and fully diluted basis, approximately 93% of the Company or any issued and outstanding shares of its Subsidiariescommon stock of Webdigs.

Capital Structure. (a) The authorized share capital stock of the Company consists of 30,000,000 Shares 74,000,000 shares of Common Stock, 50,000,000 shares of Class A Common Stock, and 1,000,000 shares of preferred stock, par value $.01 0.10 per share (the “Company Preferred Shares"Stock”). As At the close of business on two Business Days prior to the date hereofhereof (the “Measurement Date”), (i) 24,335,112 33,283,210 Company Shares (consisting of 18,413,587 shares of Common Stock and no Preferred Shares 14,869,623 shares of Class A Common Stock) were issued and outstanding, of which 836,700 were outstanding Restricted Stock, and no shares of Company Preferred Stock were issued and outstanding, (ii) 1,929,698 no Company Shares were held by the Company in its treasury, (iii) no shares of Company Preferred Stock were held by the Company in its treasury, and (iv) 911,278 Company Shares were reserved for issuance upon exercise under Company Stock Plans, of outstanding Optionswhich all were available for future option or restricted share grants. Except as set forth above, as at the close of business on the date of this Agreement: (i) Measurement Date, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other . All 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 Shares are, and all such shares which that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the DGCL, the Company Charter Documents or any Contract 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Shares may votevote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt or (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There As of the date of this Agreement, there are not any 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. The authorized capital stock of the Company SMSA consists of 30,000,000 Shares 100,000,000 shares of common stock, $0.001 par value, and 1,000,000 10,000,000 shares of undesignated preferred stock, $0.001 par value. As of May 13, 2011 (a) 930,615 shares of SMSA’s common stock are issued and outstanding, (b) no shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were stock are issued and outstanding outstanding, and (iic) 1,929,698 no shares were reserved for issuance upon exercise of outstanding OptionsSMSA’s common stock or preferred stock are held by SMSA in its treasury. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are SMSA were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company SMSA are, and all such shares which that may be issued prior to the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the Nevada General Corporation Law, the SMSA Charter, the SMSA Bylaws or any Contract to which SMSA is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company SMSA having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company SMSA’s common stock may votevote (“Voting SMSA Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries SMSA is a party or by which any of them it is bound (a) obligating the Company or any of its Subsidiaries SMSA to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, SMSA or any Voting SMSA Debt, (b) obligating SMSA to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of SMSA. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries SMSA to repurchase, redeem or otherwise acquire any shares of capital stock of SMSA. The stockholder list provided to Xiangrui or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Company or any issued and outstanding shares of its Subsidiariesthe SMSA’s common stock.

Capital Structure. The authorized capital stock of the Company Cantix consists of 30,000,000 Shares and 1,000,000 shares 50,000 ordinary shares, $1.00 par value, of preferred stock, par value $.01 per which one (1) ordinary share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were is issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company Cantix are issued, reserved for issuance or outstanding; (ii) there were no . Cantix is the sole record and/or beneficial owner of all of the issued and outstanding capital 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 each of Shares; (iii) all its Subsidiaries. All outstanding shares of the capital stock of the Company are, Cantix and all shares which may be issued will be, when issued, each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of the British Virgin Islands (iv) there or the applicable corporate laws governing each of the Subsidiaries), the Cantix Constituent Instruments, the Subsidiary Constituent Instruments or any Contract to which Cantix or any of its Subsidiaries is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Cantix or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Cantix Shares or the Company capital stock of any of its Subsidiaries may votevote (“Voting Cantix Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company Cantix or any of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company Cantix or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Company or of other equity interest in, Cantix or any of its Subsidiaries or any Voting Cantix Debt, (b) obligating the Company Cantix or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of Cantix or of any of its Subsidiaries. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries Cantix to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesCantix.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 200,000,000 shares of preferred stockCompany Common Stock of which 30,213,572 were outstanding as of September 10, par value $.01 per share 1999 and 40,000,000 shares of Preferred Stock (the "Company Preferred SharesStock"). As , of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and which none are outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date hereof and none of this Agreement: (i) no which are held by Subsidiaries of Company. In addition, as of September 10, 1999 there were 4,494,597 shares of capital Company Common Stock issuable upon the exercise of outstanding stock or options ("Company Options") under the 1995 Nonemployee Director Stock Option Plan, the 1995 Long-Term Incentive Compensation Plan, the 1990 Stock Option Plan and any other voting securities of stock option plans and other options (together with the 1995 Employee Stock Purchase Plan, the "Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants Incentive 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 Stock Option Plans"). All outstanding shares of capital stock of the Company Common Stock are, and all any shares which may be of Company Common Stock issued upon exercise of any Company Options will be, when issued, duly authorizedupon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, validly issued, fully paid and paid, nonassessable and not subject to any preemptive rights; and (iv) there are no bonds, debentures, 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries may be bound other than agreements pursuant to which Company has the right to repurchase shares of Company Common Stock. Except for the shares of Common Stock issuable upon the exercise of Company Options, there are not any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character to which Company or any Subsidiary of Company is a party or by which any of them may be bound obligating Company or any Subsidiary of Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or other voting securities of the Company or of any Subsidiary of its Subsidiaries Company or obligating the Company or any Subsidiary of its Subsidiaries Company to issue, grant, extend or enter into any such security, option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or undertakingright. There are Company does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of Company Common Stock on any matter ("Company Voting Debt"). Company is the owner, directly or indirectly, of all 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 each of its SubsidiariesSubsidiaries free and clear of all liens, pledges, security interests, claims or other encumbrances and all such shares are duly authorized, validly issued, fully paid and nonassessable.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 50,000 shares, of which, 10,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights. Except as set forth on SCHEDULE 3.03 hereto, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which the Company is a party the value sole record and beneficial owner of which is based on all of the value issued and outstanding capital stock of Shares; (iii) all each of its Subsidiaries. All outstanding shares of the capital stock of the Company are, and all shares which may be issued will be, when issued, each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) right, subscription right or any similar right under any provision of the applicable corporation law or any contract to which the Company is a party or otherwise bound. Except as set forth on SCHEDULE 3.03 hereto, there are no not any bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of ordinary shares of the Company or any capital stock of its subsidiaries may votevote ("VOTING COMPANY DEBT"). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementcontract, arrangement or undertakingundertaking 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 the capital stock of the Company or of any of its Subsidiaries. There Except as set forth in SCHEDULE 3.03 hereto, as of the date of this Agreement, there are 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 SubsidiariesCompany.

Capital Structure. The authorized share capital stock of the Company Buyer consists of 30,000,000 Shares and 1,000,000 shares of preferred stock100,000,000 ordinary shares, par value US $.01 per share (share, of which as of June 30, 2001, 15,712,576 shares are issued and outstanding, and 50,000,000 preferred shares, par value US $.01 per share, of which as of June 30, 2001, no shares are issued and outstanding. No other shares of any class in the Preferred Shares")capital of Buyer are authorized, allotted or issued. As All of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants Buyer have been duly authorized 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, are fully paid and nonassessable nonassessable, represented by certificates and are not subject to any preemptive rights; . Buyer owns of record and (iv) there beneficially all of the shares of its Subsidiaries, free and clear of all Liens. There are no bonds, debentures, 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitieswarrants, options, warrantsContracts, calls, convertible or exchangeable securities or other preferential rights, commitments, agreements, arrangements or undertakings of any kind commitments pursuant to which the Company Buyer or any of its Subsidiaries is a party are or may become obligated to allot, issue, sell, purchase or redeem any shares in its capital or other equity ownership interests or securities, other than as contemplated by this Agreement. There are no standstill, voting or similar agreements or Contracts or any rights of first offer or first refusal to which any of them is bound obligating the Company Buyer or any of its Subsidiaries are a party that currently or in the future will limit the ability of any Person to issueacquire, deliver or vote, sell, hold or cause to be issued, delivered or sold, additional otherwise deal with the ordinary shares of Buyer or capital stock or other voting securities of the Company or of any of its Subsidiaries and any interest therein or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingright in respect thereof. There are not any outstanding contractual obligations Upon consummation of the Company or any transactions contemplated by this Agreement, Seller will acquire from Buyer beneficial ownership of its Subsidiaries to repurchase, redeem or otherwise acquire any the shares of capital stock Buyer comprising the Share Consideration, free and clear of all Liens, together with all rights which may become attached to such shares at or after the Company or any of its SubsidiariesClosing.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 4,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"PREFERRED STOCK"), and 25,000,000 shares of common stock, par value $.01 per share ("COMMON STOCK"). As At the close of the date hereofbusiness on April 6, 1999, (i) 24,335,112 Shares and no Preferred Shares 5,076,180 shares of Common Stock were issued and outstanding and outstanding, excluding 1,300,000 shares of Common Stock in treasury, (ii) 1,929,698 951,310 shares of Common Stock were reserved for issuance upon exercise of pursuant to outstanding Options, and (iii) no shares of Preferred Stock were issued and outstanding. Except as set forth abovein the preceding sentence, as at the close of the date of this Agreement: (i) business on March 31, 1999, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there . There are no (i) bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which stockholders of the Company may vote, (ii) obligations, contingent or otherwise, guaranteeing the value of any of the Shares or the equity securities or capital stock of any Subsidiary either now or at any time in the future, or (iii) any voting trusts, proxies or other agreements or understandings to which the Company or any Subsidiary is a party or is bound with respect to the voting of the Shares or any capital stock or other equity security or interest of the Company or any Subsidiary. There are no outstanding rights held or issued to any Person obligating the Company or any Subsidiary to make a payment to such Person based on the value or the price of the Shares or any of the shares of capital stock or other equity security or interests of any Subsidiary, and neither the Company nor any Subsidiary has issued any stock appreciation rights, phantom stock rights or any similar rights to any Person. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are not any 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. The authorized capital stock of the Company consists of 30,000,000 Shares 75,000,000 shares of Common Stock and 1,000,000 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred SharesStock"). As At the time of the date hereofexecution of this Agreement, (i) 24,335,112 Shares and no Preferred Shares 37,711,424 shares of Common Stock were issued and outstanding outstanding, including associated Preferred Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 15, 1996 (the "Rights Agreement"), between the Company and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"), (ii) 1,929,698 no shares of Preferred Stock were issued and outstanding, (iii) 2,343,900 shares of Common Stock were held by the Company in its treasury or by any of the Company's subsidiaries, and (iv) 5,003,136 shares of Common Stock were reserved for issuance upon exercise of pursuant to outstanding Company Options. Except as set forth above, as at the time of the date execution of this Agreement: (i) , no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all 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; and (iv) . Other than the Shares, there are no not any bonds, debentures, notes or other indebtedness or securities 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 stockholders shareholders of the Company may vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are no outstanding not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not no outstanding rights, commitments, agreements, arrangements or undertakings of any outstanding contractual obligations of 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 (other than in connection with the exercise of outstanding Company Options). 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 outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. The authorized share capital stock of the Company consists of 30,000,000 Shares One Billion (1,000,000,000) shares of stock consisting of (i) Nine Hundred Million (900,000,000) shares of common stock, par value $0.0001 per share, of which Ninety Million (90,000,000) shares are issued and 1,000,000 outstanding; and (ii) One Hundred Million (100,000,000) shares of preferred stock, par value $.01 0.0001 per share (the Preferred Shares")share, of which no shares are issued and outstanding. As of the date hereof, Except for (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and Fifty Million (ii50,000,000) 1,929,698 shares were of common stock reserved for issuance upon exercise of outstanding Options. Except as set forth abovewarrants; and (ii) Fifty Million (50,000,000) shares of common stock reserved for issuance upon conversion of outstanding convertible promissory notes (collectively, as of the date of this Agreement: (i) “Reserved Shares”), no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (ivas defined in Section 3.04) to which the Company is a party or otherwise bound. Except for the Reserved Shares, there are no bonds, debentures, 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 stockholders holders of the Company Shares may votevote (“Voting Company Debt”). Except as set forth aboveherein, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them the Company is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating equity interest in, the Company or any of its Subsidiaries Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are not undertaking or (iii) that give any outstanding contractual obligations person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Company shares 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. The authorized share capital stock of the Company consists of 30,000,000 Shares Forty-One Million Eight Hundred Thousand (41,800,000) shares with (i) Thirty-Three Million Four Hundred Thousand (33,400,000) of common stock authorized and 1,000,000 Twenty-Five Million (25,000,000) shares issued and outstanding; and (ii) Eight Million Four Hundred Thousand (8,400,000) of preferred stock, par value $.01 per share of which Five Million (the 5,000,000) are designed as “Series A Preferred Shares"). As of the date hereofStock” and Three Million Four Hundred Thousand (3,400,000) are designed as “Series A1 Preferred Stock”, (i) 24,335,112 Shares and no Preferred Shares were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock Series A Preferred Stock and no shares of Series A1 Preferred Stock are issued and outstanding. No other shares or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (ivas defined in Section 3.04) there 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Shares may votevote (“Voting Company Debt”). Except as otherwise set forth aboveherein, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them the Company is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating equity interest in, the Company or any of its Subsidiaries Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are not undertaking or (iii) that give any outstanding contractual obligations person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Company shares 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. (a) The authorized capital stock of the Company Purchaser consists of 30,000,000 an 100,000,000 of Purchaser Shares and 1,000,000 shares 5,000,000 of preferred stock, par value $.01 per share (the Purchaser Preferred Shares"). As , of the date hereof, (i) 24,335,112 which 23,063,077 Purchaser Shares were issued and no outstanding and nil Purchaser Preferred Shares were issued and outstanding as of the close of business on October 30, 2019. All of the outstanding Purchaser Shares have been duly authorized and (ii) 1,929,698 shares were are validly issued, fully paid and non-assessable. Other than 517,000 Purchaser Shares reserved for issuance upon exercise of pursuant to outstanding Options. Except as set forth above, as of awards under the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, Purchaser Employee Stock Purchase Plan and 6,791,782 Purchaser Shares reserved for issuance or outstanding; (ii) there were pursuant to outstanding awards under the Purchaser Stock Incentive Plan, the Purchaser has no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which Purchaser Shares reserved for issuance. Each of the Company is a party the value of which is based on the value of Shares; (iii) all outstanding shares or other securities of capital stock each of the Company are, and all shares which may be issued will be, when issued, Purchaser’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights; owned by the Purchaser, a direct or indirect wholly-owned Subsidiary of the Purchaser or the party specified in Section (2)(b) of the Purchaser Disclosure Letter, free and (iv) there clear of any Liens. There are no bonds, debentures, notes pre-emptive 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company Purchaser or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities of the Company Purchaser or of any of its Subsidiaries or obligating the Company any securities or obligations convertible or exchangeable into or exercisable for, or giving any of its Subsidiaries Person a right to issuesubscribe for or acquire, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations securities of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Purchaser or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capital Structure. (i) The authorized capital stock of the Company DFI consists of 30,000,000 Shares and 1,000,000 4,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereofDFI Common Stock, (iA) 24,335,112 Shares and no Preferred Shares were 1,495,023 shares of which are issued and outstanding outstanding; and (iiB) 1,929,698 112,500 shares were of which are reserved for issuance upon exercise pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of outstanding Options. Except as set forth above, DFI or its subsidiaries participate as of the date hereof (including, without limitation, the DFI Option Plan) (collectively, the "DFI Stock Plans"). Section 3.01(c) of this Agreement: (ithe DFI Disclosure Schedule lists all DFI Stock Plans, if any, other than the DFI Option Plan. Section 3.01(c) no of the DFI Disclosure Schedule sets forth a complete and correct list of the number of shares of capital DFI Common Stock subject to employee stock options or other voting securities rights to purchase or receive DFI Common Stock granted under the DFI Stock Plans (collectively, "DFI Employee Stock Options"), the dates of the Company are issued, reserved for issuance or outstanding; grant and exercise prices thereof. (ii) 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 All outstanding shares of capital stock of the Company DFI are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth abovein this Section 3.01(c), as (x) there are not issued, reserved for issuance or outstanding (A) any shares of the date capital stock or other voting securities of this AgreementDFI, (B) any securities of DFI or any DFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of DFI, (C) any warrants, calls, options or other rights to acquire from DFI or any DFI subsidiary, and any obligation of DFI or any DFI subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of DFI, and (y) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings obligations of any kind to which the Company DFI or any of its Subsidiaries is a party DFI subsidiary to repurchase, redeem or by which otherwise acquire any of them is bound obligating the Company such securities or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There are no outstanding (A) securities of DFI or any DFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company or of ownership interests in any of its Subsidiaries DFI subsidiary, (B) warrants, calls, options or obligating the Company other rights to acquire from DFI or any DFI subsidiary, and any obligation of its Subsidiaries DFI or any DFI subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any DFI subsidiary or undertaking. There are not any outstanding contractual (C) obligations of the Company DFI or any of its Subsidiaries DFI subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock DFI subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (iii) Except as described in Section 3.01(b) of the Company DFI Disclosure Schedule, neither DFI nor any DFI subsidiary is a party to any agreement restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of its Subsidiariesthe DFI Employee Stock Options, anti-dilutive rights with respect to, any securities of the type referred to in the two preceding sentences. Other than the DFI subsidiaries, DFI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity.

Capital Structure. The As of the date hereof (and assuming the issuance of the Shares), the authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 will consist of: (A) 5,000,000 shares of preferred stockPreferred Stock, par value $.01 .001 per share (the Preferred Shares"). As share, none of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and which are outstanding and (iiB) 1,929,698 50,000,000 shares were reserved for issuance upon exercise of outstanding OptionsCommon Stock, par value $.001 per share. Except as set forth above, as Upon completion of the date issuances of shares of Common Stock contemplated by this Agreement and agreements with third parties being entered into simultaneously herewith, a maximum of 15,702,564 shares of Common Stock will be issued. All outstanding shares of Common Stock are validly issued, fully paid, nonassessable. The Shares being purchased hereunder, when issued, sold and delivered in accordance with the terms of this Agreement: , will (isubject to the escrow described herein and in the Escrow Agreement) no be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions under applicable state and federal securities laws and restrictions imposed under this Agreement and the Escrow Agreement. Other than commitments in connection with issuances to third parties of up to 1,258,205 shares of capital stock or other voting securities of the Company are issuedCompany's Common Stock being made simultaneously herewith, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual options, warrants, calls, rights (including conversion or preemptive rights), commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is it may be bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries Company's Common Stock or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, contract, understanding, restriction, arrangement or undertaking. There are not right to or with any outstanding contractual obligations of person or persons whatsoever, except for options to be granted to the Company or any of its Subsidiaries Subscriber and Xxxxx X. Xxxxxxx pursuant to repurchase, redeem or otherwise acquire any shares of capital stock of their respective employment agreements to be executed with the Company or any of its SubsidiariesCompany.

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares 40,000,000 shares of common stock, $.01 par value ("Company Common Stock"), and 1,000,000 2,000,000 shares of preferred stock, $.01 par value $.01 per share (the "Company Preferred SharesStock"). As of At the date hereof, (i) 24,335,112 Shares and no Preferred 10,252,844 Company Shares were issued and outstanding and (ii) 1,929,698 no shares of Company Preferred Stock were issued and outstanding. In addition, at the date hereof, an aggregate of 1,114,930 shares of Company Common Stock were reserved for issuance upon exercise under various employee and director plans and agreements of outstanding Optionsthe Company all as accurately described in all material respects in Section 3.1(c) of the Company Disclosure Letter. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all such shares which may be issued issuable upon the exercise of stock options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there are no bonds. No capital stock has been issued by the Company since July 14, debentures1998, notes to the date hereof, other than shares of Company Common Stock issued pursuant to options outstanding on or other indebtedness prior to such date in accordance with their terms at such date. Except pursuant to stock option plans of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to votedescribed in Section 3.1(l) on any matters on which stockholders of the Company may vote. Except as set forth aboveDisclosure Letter (collectively, as of the date of this Agreement"Company Stock Plans"), there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party party, or by which any of them is bound bound, obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of of, or other ownership interests in, the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of which shall be terminated without cost to the Company by the Effective Time of the Merger, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or any other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company. There are no restrictions on the Company or with respect to voting the stock of any of its Subsidiariessubsidiaries.

Capital Structure. The authorized capital stock of the Company consists Osboxx xxxsists of 30,000,000 Shares 7,425,000 shares of Common Stock, 75,000 shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), and 1,000,000 5,000,000 shares of preferred stock, par value $.01 0.01 per share (the "Preferred SharesStock"), none of which are designated. As At the close of business on the date hereof, (i) 24,335,112 Shares and no Preferred Shares 5,423,014 shares of Common Stock were issued and outstanding outstanding, no shares of Common Stock were held by Osboxx xx its treasury, and 860,205 shares of Common Stock were reserved for issuance as follows: (iix) 1,929,698 338,031 shares were reserved for issuance upon exercise of all of the issued and outstanding Optionswarrants, (y) 486,875 shares were reserved for issuance upon exercise of all of the stock options outstanding under the Option Plan, and (z) 35,299 shares were reserved for issuance and available for grant pursuant to the Option Plan. At the close of business on the date hereof, no shares of Non-Voting Common Stock and no shares of Preferred Stock were issued and outstanding. Except as set forth abovedescribed in this Section 2.1(c) and Schedule 2.1(c), as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, Osboxx xxx reserved for issuance or outstanding; (ii) there were no stock appreciation rightsfor any other purpose. As of the date hereof, restricted stock grant or contingent stock grants and there are no bonds, debentures, notes or other indebtedness issued or outstanding contractual rights having the right to vote ("Voting Debt") on any matters on which holders of Common Stock may vote. All the Company is a party the value of which is based on the value of Shares; (iii) all issued and outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, Osboxx xxx duly authorized, validly issued, fully paid and nonassessable and have not subject been, and as to shares issued in the future, will not be, issued in violation of any preemptive or similar rights; . The shares of Surviving Corporation Common Stock will, when issued, be duly authorized, validly issued, fully paid and (iv) there are no bonds, debentures, notes nonassessable and will not be issued in violation of any preemptive 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 stockholders of the Company may votesimilar rights. Except as set forth abovedescribed in this Section 2.1(c), as of the date of this Agreementhereof, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or Osboxx xx any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or Osboxx xx any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issuedbe, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are 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.of

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 10,000,000 shares of preferred stockCompany Common Stock (as defined in Section 8.4), par value $.01 per share and 2,000,000 shares of Company Preferred Stock (the Preferred Shares"as defined in Section 8.4). As , of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were which there are issued and outstanding 6,001,573 shares of Company Common Stock and (ii) 1,929,698 no shares were reserved for issuance upon exercise of outstanding OptionsCompany Preferred Stock. Except There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock or any shares of any Subsidiary of the Company, nor has any distribution of any assets of the Company or any Subsidiary of the Company been declared or paid or otherwise effected. Other than as set forth above, as of in the date first sentence of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issuedSection 2.2(a), reserved for issuance or outstanding; (ii) 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 issued and outstanding shares of capital stock Company Capital Stock (as defined in Section 8.4). All issued and outstanding shares of the Company are, and all shares which may be issued will be, when issued, Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to are free of any Encumbrances, preemptive rights; , rights of first refusal and (iv) there are no bonds“put” or “call” rights created by statute, debentures, notes the Company’s organizational documents 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which the Company or any of its Subsidiaries is a party or by which any of them it is bound or of which Seller has knowledge. Except as set forth in Section 2.2(a) of the Disclosure Schedule and the Company Stock Plan, there are no Contracts to which the Company is a party, or by which it is bound, obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock any Company Capital Stock or other voting securities of the options exercisable for Company or of any of its Subsidiaries Capital Stock or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 2.2(a) of the Disclosure Schedule, agreementthere are no Contracts relating to voting, arrangement purchase or undertakingsale of any Company Capital Stock (i) between or among the Company and any of its security holders, and (ii) to Seller’s knowledge, between or among any of the Company’s security holders. There are not any All outstanding contractual obligations securities of the Company were issued or any repurchased (in the case of its Subsidiaries to repurchaseshares that were outstanding and repurchased by the Company) in compliance with all applicable Laws, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiariesincluding securities Laws.

Capital Structure. The authorized capital stock of the Company ----------------- consists solely of 30,000,000 Shares and 1,000,000 309,566,242 shares of preferred stockCompany Common Stock, no par value $.01 per share (the Preferred Shares"). As value, of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were which 20,492,945 shares are issued and outstanding, and 4,593,023 shares of Preferred Stock, no par value, all of which shares have been designated Series A Preferred Stock, and all of which are issued and outstanding. There are no other outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were and no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights commitments to which the Company is a party the value of which is based on the value of Shares; (iii) all outstanding issue any shares of capital stock or voting securities, other than pursuant to the exercise of Company Options outstanding under the Company areStock Option Plan. Schedule 2.2 sets forth a true and complete list (including ------------ numbers of shares and/or rights) of holders of Company's capital stock and voting securities, and all any persons with rights to acquire Company's capital stock and voting securities, which list will be promptly updated prior to Closing to reflect any changes thereto (which changes are in any event subject to the restrictions imposed under Section 4.2 below). All outstanding shares which may be issued will be, when issued, of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non- assessable and are free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights; rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws, each as amended, of Company or any agreement to which Company is a party or by which it is bound. Company has reserved 6,500,000 shares of Company Common Stock for issuance pursuant to the Company Stock Option Plan, of which 750,678 shares have been issued pursuant to option exercises and 2,153 shares are subject to outstanding, unexercised options (none of which such shares are vested). Except for (i) the rights created pursuant to this Agreement, (ii) the outstanding options under the Company Stock Option Plan, and (iviii) there are no bonds, debentures, notes or other indebtedness of Company's right to repurchase any unvested shares under the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this AgreementStock Option Plan, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except for this Agreement, agreementthere are no contracts, arrangement commitments or undertaking. There are not any outstanding contractual obligations agreements relating to voting, purchase or sale of the Company's capital stock or voting securities (i) between or among Company or and any of its Subsidiaries securityholders or (ii) to repurchaseCompany's knowledge, redeem between or otherwise acquire among any of Company's securityholders. None of the options previously granted by Company permit any accelerated vesting or exercisability of those options or the shares of capital stock Company Common Stock subject to those options by reason of the Company Merger or any other transactions contemplated by this Agreement (except as otherwise set forth on Schedule 6.3 hereto), and the terms of its Subsidiariesthe ------------ Company Stock Option Plan and the outstanding option agreements thereunder each permit the Parent's assumption of those options as options to purchase Parent Common Stock as provided in Section 5.10 of this Agreement (including the substitution of additional shares of Parent Common Stock for the Merger Cash), without the consent or approval of the holders of those options, Company's shareholders, or otherwise, and without any accelerated vesting of the options or the underlying option shares. True and complete copies of all agreements and instruments relating to or issued under the Company Stock Option Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Parent. All outstanding shares of Company Capital Stock and all Company Options and warrants to acquire Company Capital Stock from Company were issued in compliance with all applicable federal and state securities laws. Schedule 2.2 ------------ sets forth all notes, bonds, debentures or other evidences of indebtedness of Company, including the name of the holder, the date of issuance, and the principal amount and interest rate of each such debt, as well as the aggregate amount owed to the holder of each such instrument as of May 31, 2000 (including accrued and unpaid interest, and any premiums).

Capital Structure. The authorized capital stock of the Company consists of 30,000,000 Shares 50,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $.01 0.001 per share (the Preferred Shares")share. As of the date hereof, there were: (i) 24,335,112 Shares and no Preferred Shares were 25,617,833 shares of Company Common Stock issued and outstanding and outstanding; (ii) 1,929,698 no shares were reserved for issuance upon exercise of outstanding OptionsCompany Common Stock held in the treasury of the Company; (iii) Company Warrants listed in Section 3.01(c) of the Company Disclosure Letter, representing the right to purchase 925,000 shares of Company Common Stock and (iv) Company Notes listed in Section 3.01(c) of the Company Disclosure Letter, representing the right to purchase New Securities (as defined in the Company Notes and representing the equivalent of approximately 1,250,000 shares of Company Common Stock plus such number of additional shares as are issuable at the time of conversion in respect of interest accrued on such Company Notes). Except as set forth above, as of the date of this Agreement: (i) hereof, there were no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, are 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 . All securities issued by the Company having the right to vote (or convertible into, or exchangeable for, were issued in compliance in all material respects with all applicable federal and state securities having the right to vote) on any matters on which stockholders of the Company may votelaws and all applicable rules and regulations promulgated thereunder. Except as set forth above, as above or in Section 3.01(c) of the date of this AgreementCompany Disclosure Letter, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any 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. To the knowledge of the Company, there are no irrevocable proxies with respect to 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 agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the Company. The Company has complied in all respects with any obligation to register shares of Company Common Stock and has not incurred any liability in connection with its failure to register such shares. Except as set forth in Section 3.01(c) of the Company Disclosure Letter, since December 31, 2007, the Company has not (A) 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; (B) repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of capital stock of the Company or (C) declared, set aside, made or paid to the stockholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company. For the avoidance of doubt, Section 3.01(c) of the Company Disclosure Letter sets forth a list of all outstanding Company Warrants as of the date of this Agreement, their date of grant, their expiration date, the number of shares subject thereto and the current exercise price therefor. Except as set forth in Section 3.01(c) of the Company Disclosure Letter, the Company is not a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilution rights or rights of its Subsidiariesfirst refusal or similar rights with respect to any securities of the Company.

Capital Structure. The Upon the effectiveness of the Amended Charter (defined below), the authorized capital stock of the Shell Company consists shall consist of 30,000,000 Shares and 1,000,000 100,000,000 ordinary shares of preferred stock, $0.01 par value $.01 per share (the Preferred Shares")each. As of the date hereof, (ia) 24,335,112 Shares and no Preferred Shares were 50,000 ordinary shares are issued and outstanding outstanding, (b) no preference shares are issued and outstanding, and (iic) 1,929,698 no ordinary shares were reserved for issuance upon exercise or preference shares are held by Shell Company in its treasury. Upon the effectiveness of outstanding Optionsthe Amended Charter (defined below), (a) 5,000,000 ordinary shares will be issued and outstanding, (b) no preference shares will be issued and outstanding, and (c) no ordinary shares or preference shares will be held by Shell Company in its treasury. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Shell Company are were issued, reserved for issuance or outstanding; . Upon the effectiveness of the Amended Charter (ii) there were no stock appreciation rightsdefined below), 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 the capital stock of the Company areShell Company, and all such shares which that may be issued prior to date, will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not nonassessable. None of the outstanding shares of capital stock are subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the applicable corporate laws of the British Virgin Islands, the Shell Company Constituent Instruments or any Contract to which Shell Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Shell Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Shell Company’s ordinary shares may vote (“Voting Shell Company may voteDebt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Shell Company or any of its Subsidiaries is a party or by which any of them it is bound (a) obligating the Shell Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Company or of any of its Subsidiaries or obligating the other equity interest in, Shell Company or any of its Subsidiaries Voting Shell Company Debt, (b) obligating Shell Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of Shell Company. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Shell Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Shell Company. The Square C Shareholder list provided to Square C is a current shareholder list and accurately reflects all of the Company or any issued and outstanding shares of its SubsidiariesShell Company’s capital stock.

Capital Structure. The authorized capital stock of the Company Parent consists of 30,000,000 Shares 80,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,873,750 shares of Parent Common Stock are issued. There are no convertible notes, options, warrants and 1,000,000 otherwise instruments outstanding. Also authorized are 20,000,000 shares of preferred stock, $0.001 par value $.01 per share (the Preferred Shares"). As value, none of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were which is issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting equity securities of the Company Parent are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to preemptive rights; , and (iv) there issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting equity securities of the Company or of any of its Subsidiaries or obligating the Company Parent or any of its Subsidiaries subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company Parent or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Parent or any of its Subsidiariessubsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Company Fifth Season consists of 30,000,000 Shares and 1,000,000 shares one million ordinary shares, all of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were which are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company Fifth Season are issued, reserved for issuance or outstanding; (ii) there were no . Fifth Season is the sole record and beneficial owner of all of the issued and outstanding capital 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 each of Shares; (iii) all its subsidiaries. All outstanding shares of the capital stock of the Company are, Fifth Season and all shares which may be issued will be, when issued, each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the applicable corporate laws of Hong Kong, the Fifth Season Constituent Instruments or any Contract to which Fifth Season is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Fifth Season or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Fifth Season Stock or the Company capital stock of any of its subsidiaries may votevote (“Voting Fifth Season Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company Fifth Season or any of its Subsidiaries subsidiaries is a party or by which any of them is bound (a) obligating the Company Fifth Season or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Company or of any of its Subsidiaries or obligating the Company other equity interest in, Fifth Season or any of its Subsidiaries subsidiaries or any Voting Fifth Season Debt, (b) obligating Fifth Season or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of Fifth Season or of any of its subsidiaries. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries Fifth Season to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesFifth Season.

Capital Structure. (a) The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 80,000,000 shares of preferred stockCompany Common Stock, par value $.01 per share and 10,000,000 shares of Preferred Stock (the “Preferred Shares"Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As At the close of business on June 8, 2020 (the date hereof“Capitalization Date”), (i) 24,335,112 Shares and no Preferred Shares 27,799,669 shares of Company Common Stock were issued and outstanding and (of which no shares were subject to vesting restrictions pursuant to the Company Stock Plans); (ii) 1,929,698 no shares of Company Common Stock were issued and held in treasury; (iii) no shares of Preferred Stock were issued and outstanding; (iv) 4,133,416 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans; (v) 2,339,014 shares of Company Common Stock were issuable upon exercise of outstanding Company Stock Options; (vi) 424,576 shares of Company Common Stock were subject to outstanding Company RSUs; and (vii) 2,355,506 shares of Company Common Stock were issuable upon exercise of outstanding Company Warrants. Since the Capitalization Date, the Company has not issued any Company Stock Options or Company RSUs or other equity or equity-based awards or warrants. Except as set forth abovein this Section 5.03(a), as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company there are not issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other not any 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 obligations 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional (x) any capital stock or any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or of sell, or cause to be issued, delivered or sold, any of its Subsidiaries capital stock or obligating voting securities of, or other equity interests in, the Company or (z) any rights issued by, or other obligations of, the Company that are linked in any way to the price of its Subsidiaries to issueany class of Company Capital Stock, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations the value of the Company or any part of its Subsidiaries to repurchase, redeem the Company or otherwise acquire any dividends or other distributions declared or paid on any shares of capital stock of the Company. No Company Stock Award is or any has ever been subject to Section 409A of its Subsidiariesthe Code. No Company Stock Option has been granted with an exercise price less than the fair market value of a share of Company Common Stock on the date of grant.

Capital Structure. The authorized capital stock of the Company Parent consists of 30,000,000 Shares and 1,000,000 75,000,000 shares of preferred stockParent Common Stock, $0.001 par value $.01 per share (the Preferred Shares")value, of which 3,233,558 shares of Parent Common Stock are issued and outstanding. As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares The Company has outstanding 400,000 options which were issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsto consultants. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting equity securities of the Company Parent are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of capital stock of the Company Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and and, not subject to preemptive rights; , and (iv) there issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company Parent may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company Parent or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting equity securities of the Company or of any of its Subsidiaries or obligating the Company Parent or any of its Subsidiaries subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company Parent or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Parent or any of its Subsidiariessubsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. (a) The authorized capital stock of the Company USWeb consists of 30,000,000 Shares 200,000,000 shares of Common Stock, $0.001 par value, of which 76,854,544 shares were outstanding as of June 30, 1999, and 1,000,000 shares of preferred stock, $0.001 par value $.01 per share (the Preferred Shares")value, none of which is outstanding. As of the date hereof, Except (i) 24,335,112 Shares with respect to USWeb's stock option and no Preferred Shares were issued stock purchase plans and outstanding certain employment agreements, each as further described in USWeb's SEC Reports, and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth abovein the prospectus contained in USWeb's "shelf" Registration Statement on Form S-4, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issuedamended, reserved for issuance or outstanding; (ii) there were no stock appreciation rightsdescribing USWeb's ongoing acquisition strategy, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company USWeb is a party the value of or by which it is based on the value of Shares; (iii) all outstanding bound obligating USWeb to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of USWeb or obligating USWeb to grant, extend, or enter into any such option, warrant, call, right, commitment or agreement (it being understood that the Company are, number of shares of USWeb Common Stock issued in the future pursuant to such commitments may exceed the number of shares currently registered on such Form S-4 and all on the Company's currently effective Forms S-8). (b) The shares which may of USWeb Common Stock to be issued will bepursuant to this Agreement, when issuedissued as contemplated hereby, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and non-assessable. (ivc) there The authorized capital stock of the Buyer consists of 1,000 shares of common stock, $0.001 par value, all of which are outstanding. There are no bonds, debentures, 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character, written or oral, to which the Company or any of its Subsidiaries Buyer is a party or by which any of them the Buyer is bound obligating the Company or any of its Subsidiaries Buyer to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock or other voting securities of the Company or of any of its Subsidiaries Buyer or obligating the Company or any of its Subsidiaries Buyer to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are not any outstanding contractual obligations (d) The shares of the Company or any of its Subsidiaries to repurchaseBuyer common stock are validly issued, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.fully paid and non-assessable. 5.03

Capital Structure. The authorized capital ------------------ stock of the Company consists of 30,000,000 Shares and 1,000,000 100,000,000 ordinary shares, $.00320375 par value, of which 400,433 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of the Republic of Panama, the Company Constituent Instruments or any Contract (ivas defined in Section 3.05) to which the Company is a ------------ party or otherwise bound. Except as set forth in this Section ------- 3.03, there are no not any bonds, debentures, 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 stockholders holders of the Company Stock may votevote ("Voting Company Debt"). Except as set forth above, as of the -------------------- date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the Company or of any of its Subsidiaries or obligating other equity interest in, the Company or any of its Subsidiaries Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 the capital stock of the Company. There are 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 SubsidiariesParent.

Capital Structure. The authorized capital stock of the Company THK consists of 30,000,000 Shares and 1,000,000 (a) 100,000,000 shares of preferred stockTHK Common Stock and (b) 5,000,000 shares of “blank check” Preferred Stock, par value $.01 per share 500,000 shares of which have been designated “Series One Preferred Stock.” (the “THK Preferred Shares"Stock”). As of the date hereofDecember 2, 2005: (i1) 24,335,112 Shares and no Preferred Shares 33,625,910 shares of THK Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i2) no shares of capital stock THK Preferred Stock were issued or other voting securities outstanding, and (3) 11,805,189 shares of the Company are issued, THK Common Stock were duly reserved for future issuance pursuant to warrants or outstanding; (ii) there were no stock appreciation rights, restricted stock grant options issued 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 granted by THK. All outstanding shares of capital stock of the Company THK Common Stock are, and all shares which may of THK Common Stock to be issued in connection with the consummation of the transactions contemplated by this Agreement will be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject to preemptive to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights; and (iv) there . There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company THK having the right to vote (or convertible into, or exchangeable for, convert into securities having the right to vote) on any matters on which stockholders of the Company THK may vote. Except as set forth above, as of the date of this Agreementdescribed on Schedule 5.2(a) hereof, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company or any of its Subsidiaries THK is a party or by which any of them is bound obligating the Company or any of its Subsidiaries THK to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries THK or obligating the Company or any of its Subsidiaries THK to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not Except as set forth on Schedule 5.2(b) neither THK nor Vintacom Acquisition is subject to any outstanding contractual obligations obligation or requirement to provide funds for, or to make any investment (in the form of a loan or capital contribution) to, or in, any Person. All of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any issued and outstanding shares of capital stock of the Company or any of its SubsidiariesTHK Common Stock were issued in compliance in all material respects with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company consists of 30,000,000 1,200,000,000 Shares and 1,000,000 5,000,000 shares of preferred stock, par value $.01 0.01 per share (the “Preferred Shares"”). As of the date hereofclose of business on June 12, 2017, 319,685,753 Shares were outstanding (iincluding 91,733 Shares underlying outstanding Company Restricted Share Awards) 24,335,112 Shares and no Preferred Shares were issued outstanding. All of the outstanding Shares have been duly authorized and outstanding are validly issued, fully paid and (ii) 1,929,698 shares were nonassessable. Other than Shares reserved for issuance upon exercise of outstanding Optionsunder the Company’s 2009 Stock Incentive Plan (the “Stock Plan”) and the ESPP, the Company has no Shares or Preferred Shares reserved for issuance. Except as set forth above, as As of the date close of this Agreement: (i) no business on June 12, 2017, 28,176,386 Shares were underlying outstanding Company Options and Company RSU Awards granted under the Stock Plan and 53,500 Shares were underlying outstanding Company SARs. All of the outstanding shares of capital stock or other voting securities of each of the Company’s Subsidiaries are owned by the Company are issuedor by a direct or indirect wholly-owned Subsidiary of the Company, reserved free and clear of any Lien, other than transfer restrictions imposed by any applicable Law. Except as set forth in the fourth sentence of this Section 5.1(b)(i) and except for issuance or outstanding; (ii) there were no stock appreciation rightssecurities issued after the date of this Agreement in compliance with Section 6.1(b), 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 of, or other equity or voting interests in, the Company areCompany, 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 preemptive 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 stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are no outstanding securitiessimilar rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, securities, calls, commitments or undertakings rights of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause sell to be issued, delivered or sold, additional any Person any shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company or one or more of its wholly-owned Subsidiaries) 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. Since the close of business on June 12, 2017 through the date hereof, (x) no Shares have been issued, except pursuant to the exercise of Company Options or settlement of Company RSU Awards, in each case, outstanding on or prior to the close of business on June 12, 2017, and (y) no grants of Company Restricted Share Awards have been made, in each case, in accordance with the terms of the Stock Plan. The Company does not have outstanding any bonds, debentures, notes or other 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 matter. Neither the Company nor any of its Subsidiaries is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding with a third party relating to any voting or equity interests in the Company or any of its Subsidiaries or any other agreement with a third party relating to the disposition, voting or dividends with respect to any voting or equity interests in the Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company Healthplace consists of 30,000,000 Shares and 1,000,000 100,000,000 shares of common stock, $0.001 par value, and 100,000,000 shares of undesignated preferred stock, $0.001 par value $.01 per share (the Preferred Shares")value. As of the date hereof, (ia) 24,335,112 Shares 3,038,000 shares of Healthplace’s common stock are issued and outstanding, (b) no Preferred Shares were shares of preferred stock are issued and outstanding and (iic) 1,929,698 no shares were reserved for issuance upon exercise of outstanding OptionsHealthplace’s common stock or preferred stock are held by Healthplace in its treasury. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are Healthplace were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company Healthplace are, and all such shares which that may be issued prior to the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Healthplace Charter, the Healthplace Bylaws or any Contract to which Healthplace is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Healthplace having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Healthplace’s common stock may votevote (“Voting Healthplace Debt”). Except as set forth above, as As of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Healthplace is a party or by which any of them it is bound (a) obligating the Company or any of its Subsidiaries Healthplace to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, Healthplace or any Voting Healthplace Debt, (b) obligating Healthplace to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) 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 the capital stock of Healthplace. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries Healthplace to repurchase, redeem or otherwise acquire any shares of capital stock of Healthplace. The stockholder list provided to Evercharm is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Company or any issued and outstanding shares of its Subsidiariesthe Healthplace’s common stock.

Capital Structure. The (a) As of September 30, 2006, the authorized capital stock of the Company consists of 30,000,000 Shares 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereofSeptember 30, 2006, (i) 24,335,112 Shares and no Preferred Shares 8,152,063 shares of Common Stock were issued and outstanding and outstanding, (ii) 1,929,698 no shares of Common Stock were held in the treasury of the Company, (iii) 1,000,000 shares of Common Stock were reserved for issuance upon exercise of under outstanding Options. Except as set forth aboveCompany Stock Plans, as of the date of this Agreement: including stock appreciation rights, performance units and stock units, and (iiv) no shares of capital preferred stock or other voting securities of the Company are issued, reserved for issuance were issued or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which . All the Company is a party the value of which is based on the value of Shares; (iii) all outstanding shares of the Company's capital stock of the Company are, and all shares which may be issued will be, when issued, are duly authorized, validly issued, fully paid and non-assessable. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Company Voting Debt") of the Company issued and outstanding. The shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants have been reserved for issuance and, when issued upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof, will be duly authorized, validly issued and 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, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, in Schedule 5.2(a) or as of described in the date of Company SEC Documents, and for the transactions contemplated by this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding securities, and (ii) there are no existing (A) options, warrants, calls, preemptive rights, commitmentssubscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or undertakings commitments of any kind character, relating to which the Company issued or any unissued capital stock of its Subsidiaries is a party or by which any of them is bound the Company, obligating the Company or any of its Subsidiaries to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional sold any shares of capital stock or Company Voting Debt of, or other voting equity interest in, the Company, (B) securities convertible into or exchangeable for such shares or equity interests or (C) obligations of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, preemptive right, commitmentsubscription or other right, convertible security, agreement, arrangement or undertakingcommitment. There are The Company does not own any outstanding contractual obligations equity securities 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 Subsidiariesother Person.

Capital Structure. The authorized capital stock of the Company Parent consists of 30,000,000 Shares and 1,000,000 One Hundred Million (100,000,000) shares of preferred common stock, par value $.01 0.0001 per share share, of which One Million Six Hundred Forty Thousand (the Preferred Shares"). As 1,640,000) shares of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were Parent Stock are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsbefore giving effect to the issuances to be made at Closing). Except as set forth above, as of the date of this Agreement: (i) no No other shares of capital stock or other voting securities of the Company are Parent were issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company Parent are, and all such shares which that may be issued prior to the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent Stock may votevote (“Voting Parent Debt”). Except as set forth abovein connection with the Transactions, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Parent is a party or by which any of them it is bound (i) obligating the Company or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Parent or of any of its Subsidiaries or Voting Parent Debt, (ii) obligating the Company or any of its Subsidiaries Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 the capital stock of the Parent. There As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company or any is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Subsidiariesthe issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital structure of Nola consists of 100,000 shares of common stock of the Company consists of 30,000,000 Shares and 1,000,000 which 100,000 shares of preferred stock, par value $.01 per share (the Preferred Shares"). As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except held by such individuals and in such percentages as are set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) 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 Nola Disclosure Schedule. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, Nola Shares are duly authorized, validly issued, fully paid and nonassessable non assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and right, subscription right or any similar right under any provision of the applicable corporate laws of its state of formation, the Nola Charter Documents or any Contract (ivas defined in Section 3.04) there to which Nola is a party or otherwise bound. No other shares of stock of Nola are issued, reserved for issuance or outstanding. There are no bonds, debentures, notes or other indebtedness of the Company Nola having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Nola Shares may votevote (“Voting Nola Debt”). Except as otherwise set forth aboveherein, as of the date of this Agreement, there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Nola is a party or by which any of them Nola is bound (i) obligating the Company or any of its Subsidiaries Nola to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Nola Shares or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any of its Subsidiaries security convertible or exercisable for or exchangeable into any Nola Shares or other equity interest in, Nola or any Voting Nola Debt, (ii) obligating Nola to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are not undertaking or (iii) that give any outstanding contractual obligations person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Company or any Nola Shares of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its SubsidiariesNola.

Capital Structure. The authorized capital stock of the Company consists ----------------- of 30,000,000 Shares and 1,000,000 100,000 shares of preferred common stock, $10.00 par value $.01 per share (the Preferred Shares"Company Common Stock"). As , of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were -------------------- which 61,663 shares of Company Common Stock are issued and outstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Optionsoutstanding, including the Abandoned Shares. Except as set forth above, as of the date of this Agreement: (i) no No other shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which except on September 14, 1981, the Company is a party reserved for issuance in connection with the value merger of which is based on its subsidiary into Roanoke & Botetourt Telephone Company 436 shares more than were required for the value of Shares; (iii) all merger transaction. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, duly authorized, are validly issued, fully paid and nonassessable and not subject to preemptive rights; . All of such issued and (iv) there are no bonds, debentures, notes or other indebtedness outstanding shares of capital stock of the Company having the right to vote (or convertible intowere offered and sold in compliance with all applicable state and Federal securities laws, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may voterules and regulations. Except as set forth above, as of with respect to the date of this AgreementAbandoned Shares, there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries subsidiaries is a party party, or by which any of them is bound bound, obligating the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of of, or other ownership interests in, the Company or of any of its Subsidiaries subsidiaries or obligating the Company or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There Except for the Voting Agreements, there are not any outstanding contractual obligations as of the date hereof and there will not be at the Effective Time of the Merger any registration rights agreements, shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or any by which it is bound relating to the voting of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company. There are no restrictions on the Company or with respect to voting the stock of any of its Subsidiariessubsidiaries.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 30,000,000 Shares and 1,000,000 16,667,000 shares of preferred stock, par value $.01 per share (the Preferred Shares")Parent Common Stock. As of the date hereof, (i) 24,335,112 Shares and no Preferred Shares were 2,839,323 shares of Parent Common Stock are issued and outstanding, (ii) no shares of any type of preferred stock of the Parent are authorized, issued or outstanding and (iiiii) 1,929,698 no shares were reserved for issuance upon exercise of outstanding OptionsParent Common Stock are held by the Parent in its treasury. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company Parent are issued, reserved for issuance or outstanding; (ii) 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 . All outstanding shares of the capital stock of the Company Parent are, and all such shares which that may be issued prior to the Closing will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights; and (iv) there right, subscription right or any similar right. There are no not any bonds, debentures, notes or other indebtedness of the Company Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent Common Stock may votevote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries Parent is a party or by which any of them it is bound (i) obligating the Company or any of its Subsidiaries Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking 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 the capital stock of the Parent. There As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries Parent to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Except as set forth in Schedule 4.03, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. At the Closing, Parent shall deliver to the Company or any a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of its Subsidiariesthe issued and outstanding shares of the Parent’s Common Stock.