Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholders.

Capital Structure. (a) The authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the “Parent Preferred Stock”, of which there were issued and outstanding as of and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the date hereofMeasurement Date, (a) 33,150,734 shares of the Parent Common Stock were issued and outstanding and (b) no shares of preferred stock of ParentParent Preferred Stock were issued or outstanding. Schedule 4.2 All issued and outstanding shares of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable, and no class of capital stock of Parent is entitled to preemptive rights. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. There are free no bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Common Stock, the Parent OP Units or the general partnership interests in Parent OP may vote (“Voting Parent Debt”). Except as set forth above, as of the Measurement Date, there were no options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject kind to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an which Parent or any agreement to which any Acquiring Party is Parent Subsidiary was a party or by which it is bound. There are no other options, warrants, calls, rights, commitments any of them was bound (i) obligating Parent or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party Parent Subsidiary to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, rightsecurity, commitment or Contractundertaking. At the close of business on the Measurement Date, there are 1,255,983 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no Contracts relating to voting, purchase or sale partners of Parent OP or holders of Parent OP Common Stock (iUnits other than as set forth on Section 4.02(a) between or among of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersLiens.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 500,000,000 shares of Parent Common Stock, of which there were issued par value $0.01 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, par value $0.001 0.01 per share, of which there were issued and outstanding as of share ("Preferred Stock"). At the close of business on the date hereofApril 1, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the 2000, (a) 128,601,855 shares of Parent Common Stock were issued and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The outstanding, (b) no shares of Parent Common Stock comprising were held by the Parent in its treasury, and (c) 14,754,919 shares of Parent Common Stock Consideration have been duly authorized by were reserved for issuance pursuant to Parent's stock option and employee stock purchase plans ("Parent Equity Incentive Plans"). Parent has outstanding $350,000,000 in convertible subordinated debentures due May 2004, which are convertible into common stock at a conversion price of $44.334 per share (the "Convertible Notes"). Except as set forth above or in the Parent SEC Documents, at the close of business on April 1, 2000, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all necessary corporate action andshares which may be issued pursuant to the Parent Equity Incentive Plans will be, when issued and delivered against payment therefor in accordance with the terms of this Agreementthereof, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statuterights. Except as set forth above, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There there are no other securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which the Parent is a party, or by which it is bound, obligating the 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 Parent or obligating the Parent to issue, grant, extend or enter into any Acquiring Party such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except for the convertible notes, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Parent. Except for the Stockholders Agreement contemplated hereby, there are no shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound obligating such Acquiring Party relating to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, the voting of any shares of capital stock of Parent. The shares of Parent Common Stock will, when issued pursuant to this Agreement, be duly and validly issued, fully paid and nonassessable and will be issued free of any preemptive rights or obligating other Liens. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent (other than directors' qualifying shares), directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to grantvote or sell the same, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contractexcept as may be provided as a matter of law). There are no Contracts relating to voting, purchase or sale securities of Parent Common Stock or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (iwhether or not contingent) between providing for the issuance or among Parent and sale, directly or indirectly, of any of its stockholders and (ii) to SFX’s Knowledgecapital stock or other ownership interests in, between or among any other securities of, any subsidiary of Parent’s stockholders. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 47,286,467 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation as of the transactions contemplated by this Agreementdate hereof. The shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration and the Earn-Out Shares will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an an, or any any, agreement to which any Acquiring Party Parent is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts of any character to which any Acquiring Party Parent is a party or by which it is bound obligating such Acquiring Party Parent to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholders. Securities issued by Parent to Other Parties under Other Contribution Agreements will be Parent Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of One Hundred Million (i100,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred common stock, par value $0.001 per share, of which there were Seven Million One Hundred Eighty Seven Thousand Four Hundred Ninety Eight (7,187,498) shares of Parent Stock are issued and outstanding as of (before giving effect to the close of business on the date hereof, no issuances to be made at Closing) and Five Million (5,000,000) shares of preferred stock of Parentwhich none are issued. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. (i) The authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock, of which there 51,836,000 shares were issued and outstanding as of the close of business on November 1, 2005, and 1,000,000 shares of preferred stock, $.001 par value per share, of which 255,000 shares have been designated Series A Preferred Stock and no shares of which are issued and outstanding. All of the date hereof, 42,750,000 outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Other than 7,454,000 shares reserved for issuance under the Parent’s 1996 Incentive Stock Plan, 1997 Distributor Advisory Panel Stock Option Plan, 1997 Surgeon Advisory Panel Stock Option Plan, 2000 Non-Employee Director Stock Option Plan, 2004 Empi Stock Option Plan (ii) 100,000,000 shares of preferred stockthe “Parent Stock Plans”), par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, Parent has no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and reserved for issuance. Each of the outstanding shares of capital stock or other securities of each of the Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Parent or by a direct or indirect wholly-owned Subsidiary of the Parent, free and clear of any Lien. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent to issue or sell any shares of capital stock or other securities of the Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or convertible into capital stock of Parent that will be outstanding immediately following consummation acquire, any securities of the transactions contemplated by this AgreementParent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Upon any issuance of any shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration Plans, such shares will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free and clear of any Liens Liens. The Parent does not have outstanding any bonds, debentures, notes or other than any Liens created by or imposed upon obligations the holders thereof, and are not subject of which have the right to preemptive rights vote (or rights convertible into or exercisable for securities having the right to vote) with the stockholders of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or Parent on any agreement to which any Acquiring Party is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersmatter.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 120,000,000 shares of Common Stock, par value $0.001 per share (“Parent Common Stock”), of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 30,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (i) 28,965,000 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth in the Parent Disclosure Letter, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Letter, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating not any outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent Common Stock (i) between Disclosure Letter, 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 among other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and any such list accurately reflects all of its stockholders the issued and (ii) to SFX’s Knowledge, between or among any outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The authorized capital stock of the Parent consists of Eight Hundred Million (i800,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Ten Million (ii10,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were (i) 2,326,557 shares of Parent Common Stock are issued and outstanding as of the close of business on the date hereof, no (ii) One Million Five Hundred Thousand (1,500,000) shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth Preferred Stock are designated as Series A Convertible Preferred Stock, all of the which are outstanding and which are convertible into an aggregate of One Hundred and Fifty Million (150,000,000) shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The (iii) no shares of Parent Common Stock comprising or preferred stock are held by the Stock Consideration have been duly authorized by all necessary corporate action andParent in its treasury. Parent also has stock purchase warrants for the purchase of 989,449 shares of Parent Common Stock, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the 436,377 shares of Parent Common Stock comprising reserved for issuance under existing stock incentive plans and stock options for the purchase of 237,554 shares of Parent Common Stock Consideration will be validly issued, fully paid and non-assessableoutstanding. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no No other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Common Stock are Stock, are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the NRS, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule or as otherwise contemplated hereby, the Parent is not a party to voting, purchase any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or sale other securities of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, . As of which there were the date of this Agreement (a) 312,730 shares of Parent Stock are issued and outstanding as of the close of business on the date hereof, outstanding; (b) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding and (c) no shares of Parent Common Stock and other securities exercisable for or convertible into capital preferred stock of are held by the Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreementin its treasury. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than Except as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Scheduleabove, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“ Voting Parent Debt”). There are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating not any outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of Parent Common Stock (i) between or among Parent and any capital stock of its stockholders and (ii) to SFX’s Knowledge, between or among any of the Parent’s stockholders.

Capital Structure. (a) The authorized capital stock of Parent consists of (i) 300,000,000 100,000,000 shares of common stock, $0.001 par value (the "Parent Common Stock"), of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 20,000,000 shares of preferred stock, par value $0.001 per 0.001per share, of which there were issued and outstanding as Parent ("Parent Authorized Preferred Stock"). As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the : (i) 11,729,952 shares of Parent Common Stock were issued and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The outstanding; (ii) no (0) shares of Parent Common Stock comprising the Stock Consideration have been duly authorized were held by all necessary corporate action and, when issued and delivered against payment therefor Parent in accordance with the terms of this Agreement, the its treasury; (iii) no (0) shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 were held by subsidiaries of the SFX Disclosure Schedule, there are Parent; (iv) approximately no other outstanding (0) shares of capital Parent Common Stock were reserved for issuance pursuant to the stock-based plans identified in the Parent Disclosure Schedule (such plans, collectively, the "Parent Stock Plans"), of which approximately no (0) shares are subject to outstanding employee stock options or voting securities and no outstanding commitments other rights to issue any shares of capital stock purchase or voting securities of receive Parent after Common Stock granted under the date hereof. All outstanding Parent Stock Plans (collectively, "Parent Employee Stock Options"); (v) up to 6,378,505 shares of Parent Common Stock are reserved for issuance pursuant to convertible securities; and (vi) up to 9,000,000 shares of Parent Common Stock may be issued pursuant to agreements of the Parent to issue warrants to various parties. Except as set forth in this Section, there are no outstanding (i) shares of capital stock or other securities (voting or otherwise) of the Parent, (ii) securities of the Parent convertible into or exchangeable for shares of capital stock or securities (voting or otherwise) of the Parent, or (iii) options, warrants or other rights to acquire from the Parent, directly or indirectly, or obligations of the Parent to issue, any capital stock or securities (voting or otherwise), or any other securities convertible into or exchangeable for capital stock or securities of the Parent. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares thereof which may be issued pursuant to this Agreement or otherwise will be, when issued, duly authorizedauthorized and validly issued and are fully paid and nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, validly and all shares which shall be issued as part of the Merger Consideration will be, when issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents Parent’s Articles of an Incorporation as amended by the Articles of Amendment (the “Parent’s Articles of Incorporation”) or any agreement to which any Acquiring Party the Parent is a party or by which it is the Parent may be bound. There are no other options, warrants, calls, rights, commitments or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholders.

Capital Structure. The authorized capital stock of the Parent consists of Two Hundred Million (i200,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Fifty Million (ii50,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) 12,269,144 shares of Parent Stock are issued and outstanding as of (after giving effect to the close of business on Forward Split but before giving effect to the date hereofissuances to be made at Closing and certain cancellations or outstanding Parent Stock), (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 495,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (i) 1,562,271 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which Parent is a party or otherwise bound. 1,452,014 of the outstanding 1,562,271 shares of the Parent’s common stock are restricted stock held by affiliates of the Parent and constitute control stock. The remaining 110,257 shares of the Parent’s outstanding common stock are free-trading shares and may be resold without restriction. There are not any Acquiring Party bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts any of any character to which any Acquiring Party is a party or by which it them is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent. 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. The stockholder list provided to the Company is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The As of the Execution Date, the authorized capital stock of Parent Buyer consists of (ia) 300,000,000 400,000,000 shares of Parent Buyer Class A Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 (b) 50,000,000 shares of Parent Buyer Class B Common Stock and (iic) 100,000,000 1,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of share (the “Buyer Preferred Stock”). At the close of business on the date hereofAugust 11, 2017: (i) 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued and outstanding, (iii) no shares of preferred stock Buyer Preferred Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling the holder thereof to purchase one share of ParentBuyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the All outstanding shares of Parent Buyer Class A Common Stock and other Buyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for the Buyer Class B Common Stock and the Buyer Warrants, as set forth in the Organization Documents of Buyer, there are no outstanding (a) securities exercisable for or of Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of Parent that will be outstanding immediately following consummation Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any shares of capital stock or other equity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than pursuant to the Forward Purchase Agreements and the rights of Contributor, the Xxxx Xxxx Contributor, affiliates of the transactions contemplated by this Agreement. The Xxxx Xxxx Contributor and the Riverstone Contributor to acquire shares of Parent the Buyer Class C Common Stock, Buyer Series A Preferred Stock comprising the and Buyer Series B Preferred Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement and the Riverstone Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of Parent capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement or the Riverstone Contribution Agreement. The Class C Common Stock comprising the Stock Consideration will to be issued to Contributor hereunder upon Closing, or as Earn-Out Consideration, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are issued in compliance with all applicable state and federal securities Laws and not subject to to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights rights), Organizational Documents, commitments or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement agreements to which any Acquiring Party Buyer is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholders.

Capital Structure. The authorized capital stock of the Parent consists of Three Hundred Million (i300,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, . As of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding (i) 69,376,000 shares of Parent Common Stock are issued and outstanding (without taking into account (a) the number of shares of Parent Common Stock to be issued by the Parent upon conversion of any and all Bridge Notes, and in connection with the Financing, and (b) the number of shares of Parent Common Stock to be cancelled pursuant to the Cancellation Agreement) and (ii) no shares of Parent Common Stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Florida Business Corporation Act, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent. Except as set forth in the Parent Disclosure Letter, 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. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The authorized capital stock of the Parent consists of (i1) 300,000,000 350,000,000 shares of Parent Common Stockcommon stock, par value $0.001 per share, of which there were (a) 15,693,000 shares are issued and outstanding as of (before giving effect to the close of business on the date hereofissuances to be made at Closing), 42,750,000 and (b) no shares of common stock are reserved by the Parent Common Stock in its treasury; and (ii2) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were (a) no shares are issued and outstanding as of the close of business on the date hereofoutstanding, and (b) no shares of preferred stock of Parentare reserved by the Parent in its treasury. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Shares may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent and any of its stockholders and (ii) held by such securityholder under the Securities Act. The stockholder list provided to SFX’s Knowledge, between or among any of the Company is a current stockholder list generated by the Parent’s stockholdersstock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 300 million shares of Parent Common Stockcommon stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 50 million shares of preferred stock, par value $0.001 per share, of which there were (i) 77,347,106 shares of common stock are issued and outstanding as of the close of business on the date hereof, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are issued and outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance, or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereofpaid, and are non-assessable and not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right, or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes, or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent SEC Documents, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements, or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement, or Contractundertaking, 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 are no Contracts relating Except as set forth in the Parent SEC Documents, the Parent is not a party to voting, purchase any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or sale other securities of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 90,000,000 shares of Parent Common StockShares, of which there were issued par value $0.00I per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 I 0,000,000 shares of preferred stock, par value $0.001 per share, of which there were (a) 26,657.455 shares are issued and outstanding as of (before giving effect to the close of business on the date hereof, issuances to be made at Closing) (b) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (c) no shares of common stock or preferred stock are held by the Parent Common Stock and in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corp0ration Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Shares may vote ("Voting Parent Debt"). Except as set forth above, as of the date of this Agreement, there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent's stock transfer agent, and any such list accurately reflects all of its stockholders the issued and (ii) to SFX’s Knowledge, between or among any outstanding shares of Parent’s stockholdersthe Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stockcommon stock, of which there were issued $0.0001 par value per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, $0.0001 par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for class or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares series of capital stock or voting securities and no outstanding commitments to issue any shares is authorized. As of capital stock or voting securities of Parent after the date hereof. All outstanding hereof and immediately prior to the Closing Date, (a) 1,200,000 shares of Parent Common Stock are issued and outstanding and (b) no shares of Parent Common Stock are held by Parent in its treasury. Except for such shares to be reserved for issuance under the 2021 Plan and 800,000 shares of Parent Common Stock to be issued contemporaneously with the Closing to certain individuals and/or entities, no shares of Parent Capital Stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to or contemporaneously with the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporations Law, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party Parent is a party or by which it is otherwise bound. There Except as set forth above or as provided in the Parent Disclosure Letter, there are no other not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (a) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or other equity interest in, Parent, (b) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contract. There are no Contracts relating undertaking or (c) that give any person the right to voting, purchase receive any economic benefit or sale right similar to or derived from the economic benefits and rights occurring to holders of Parent Common Stock (i) between Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent to repurchase, redeem or among otherwise acquire any shares of Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersCapital Stock.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 50,000,000 shares of Parent Common Stock and 2,000,000 shares of preferred stock, $.01 par value per share (the "Parent Preferred Stock"). As of the close of business on ---------------------- the date hereof, 25,532,257 shares of which there Parent Common Stock were issued and outstanding as and no shares of Parent Preferred Stock were issued and outstanding. As of the close of business on the date hereof, 42,750,000 there were an aggregate of 2,899,361 shares of Parent Common Stock subject to outstanding options pursuant to the Parent's Amended and (ii) 100,000,000 shares of preferred stockRestated 1995 Stock Incentive Plan, par value $0.001 per share1996 Amended and Restated Director Stock Option Plan and 1997 Director Stock Option Plan. In addition, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the 427,286 shares of Parent Common Stock and other securities exercisable are reserved for or convertible into capital stock of Parent that will be outstanding immediately following consummation of future issuance pursuant to the transactions contemplated by this Agreement. The shares of Parent Common 1999 Employee Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereofPurchase Plan. All outstanding shares of Parent Common Stock are, and all shares of Parent Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable. All of the shares of Parent Common Stock issuable pursuant to Section 4.1(a) in connection with the Merger, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the charter, Parent's or Merger Sub's charter or bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party the Parent or Merger Sub is a party or by which it is otherwise bound. There are no obligations, contingent or otherwise, of the Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Parent Common Stock or other capital stock of the Parent or any of its Subsidiaries. Each of the outstanding shares of capital stock or other securities of each of Merger Sub is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitments or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party to issuestock appreciation rights, transfer, deliver, sellredemption rights, repurchase rights, agreements, arrangements or redeemcommitments to issue or to sell any shares of capital stock or other securities of Parent or Merger Sub or any securities or obligations convertible or exchangeable into or exercisable for, or cause giving any Person a right to subscribe for or acquire, any securities of Parent or Merger Sub, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent 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 stockholders of Parent on any matter ("Parent Voting Debt"). To ------------------ the knowledge of the executive officers of Parent, other than the Parent Stockholder Agreement to be issueddelivered by Xxxx X. Xxxxxxxx, transferredXxxxxx X. Xxxxxxxx and certain Xxxxxxxx family trusts, delivered, sold, repurchased there are no agreements or redeemed, understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock of the Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersSubsidiaries.

Capital Structure. The authorized capital stock of Parent HJH consists of (i) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued and outstanding as of the close of business on the date hereof$0.001 par value, 42,750,000 21,000 shares of Parent Common Stock Series A Preferred stock, and (ii) 100,000,000 9,979,000 shares of undesignated preferred stock, par value $0.001 per share, par value. As of which there were the date hereof (a) 25,646,667 shares of HJH’s common stock are issued and outstanding as of the close of business on the date hereofoutstanding, no (b) 21,000 shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are issued and outstanding, and (c) no shares of Parent Common Stock and other securities exercisable for HJH’s common stock or convertible into capital preferred stock of Parent that will be outstanding immediately following consummation of the transactions contemplated are held by this AgreementHJH in its treasury. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding No shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of Parent after the date hereofHJH were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are the capital stock of HJH are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of Delaware general corporation law, the charterHJH Charter, bylaws or equivalent organizational documents of an the HJH Bylaws or any agreement Contract to which any Acquiring Party HJH is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of HJH having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of HJH’s common stock may vote (“Voting HJH Debt”). As of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party HJH is a party or by which it is bound (a) obligating such Acquiring Party HJH to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or other equity interest in, HJH or any Voting HJH Debt, (b) obligating Parent HJH to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 HJH. As of the date of this Agreement, there are not any outstanding contractual obligations of HJH to repurchase, redeem or otherwise acquire any shares of capital stock of HJH. HJH is not a party to any agreement granting any securityholder of HJH the right to cause HJH to register shares of the capital stock or other securities of HJH held by such securityholder under the Securities Act. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the HJH Stock. There are no Contracts relating stockholders agreements, voting agreements or other similar agreements with respect to votingHJH’s capital stock to which HJH is a party or, purchase or sale to the knowledge of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s KnowledgeHJH, between or among any of Parentthe HJH’s stockholders.

Capital Structure. The authorized capital stock of the Parent consists of two hundred million (i200,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and one million (ii100,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were 8,901,034 and 195,501 are issued and outstanding, respectively. Parent also has warrants outstanding as for the purchase of 7,487,895 shares of its Common Stock, and options outstanding for the close purchase of business 448,775 shares of its Common Stock. In addition, Parent has $5,072,232 in outstanding convertible debt that may be converted into no more than 12,680,580 shares of Common Stock, depending on the date hereof, no shares of preferred stock of Parentconversion price. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are the capital stock of the Parent, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There Except as set forth in the Parent Disclosure Schedule as of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Acquisition Shares Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating Except as set forth in the Parent Disclosure Schedule, the Parent is not a party to voting, purchase any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or sale other securities of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of nineteen billion (i19,000,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and five million (ii5,000,000) 100,000,000 shares of preferred stock, par value $0.001 per shareshare (the “Parent Preferred Stock”), of which there were issued and outstanding as 51 shares of the close of business on Parent Preferred Stock have been designated as the date hereof, no shares of preferred stock of ParentSeries A Stock. Schedule 4.2 As of the SFX Disclosure Schedule sets forth all of the Effective Date there are 8,562,553,996 shares of Parent Common Stock issued and other securities exercisable for or convertible into capital stock outstanding and 51 shares of Parent that will be outstanding immediately following consummation Series A Stock issued and outstanding. As of the transactions contemplated by this Agreement. The Effective Date, Parent also has (i) warrants outstanding for the purchase of shares of Parent Common Stock comprising Stock, (ii) options outstanding for the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms purchase of this Agreement, the shares of Parent Common Stock comprising Stock; and (iii) outstanding convertible debt that may be converted into shares of Parent Common Stock, depending on the Stock Consideration will be validly issuedconversion price, fully paid and non-assessableas set forth in the SEC filings. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Scheduleherein, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the Effective Date will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Utah Business Corporation Law, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Common Stock may vote. Except as set forth in the Parent SEC Reports, as of the Effective Date, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or other equity interest in, the Parent, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating Except as set forth in Section 4.03 of the Parent Disclosure Schedule, the Parent is not a party to voting, purchase any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or sale other securities of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The As of the date hereof, the authorized capital stock of Parent consists of (i) 300,000,000 70,000,000 shares of Parent Common Stock, and 46,000,000 shares of Preferred Stock, of which there were issued 26,000,000 shares are designated Series A Preferred Stock ("Series A Preferred Stock") and outstanding as 20,000,000 shares are designated Series B Preferred Stock ("Series B Preferred Stock"). As of the close of business on the date hereofAugust 20, 42,750,000 2001, (i) 14,086,142 shares of Parent Common Stock were issued and outstanding, (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock were held by Parent in its treasury, (iii) 26,000,000 shares of Series A Preferred Stock were issued and other securities exercisable for or convertible into capital stock outstanding, (iv) 19,809,783 shares of Parent that will be outstanding immediately following consummation Series B Preferred Stock were issued and outstanding, (v) no shares of the transactions contemplated by this Agreement. The Series C Preferred Stock were outstanding; (vi) 2,227,500 shares of Parent Common Stock comprising were reserved for issuance pursuant to warrants to purchase Parent Common Stock (the Stock Consideration have been duly authorized by all necessary corporate action and"Parent Warrants"), when issued and delivered against payment therefor in accordance with the terms of this Agreement, the (vii) 5,848,481 shares of Parent Common Stock comprising were reserved for issuance pursuant to options outstanding under Parent's stock option plans (such plans, collectively, the "Parent Stock Consideration Plans"). Prior to the Closing Date, shares of Series C Preferred Stock with an aggregate purchase price of at least $30,000,000 will be validly issued, fully paid and non-assessable. Other than as set forth together with the additional Parent Warrants described in this Agreement and as set forth on Schedule 4.2 Section 3.01(b) of the SFX Parent Disclosure Schedule, there . There are no rights (other than outstanding stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, the "Parent Stock Options")) to receive shares of Parent Common Stock on a deferred basis granted under the Parent Stock Plans or otherwise. No notes, bonds, debentures, or other indebtedness of 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 Parent may vote are issued or outstanding. All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding are, and all shares of which may be issued in connection with Parent Common Warrants, Parent Stock are Options, and Series C Preferred Stock will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. Except as set forth in this Section 3.01(b) (including pursuant to the conversion or rights exercise of first refusal created by statutethe securities referred to above), the charter(x) there are not issued, bylaws reserved for issuance, or equivalent organizational documents outstanding (A) any shares of an capital stock or other voting securities of Parent, (B) any securities of Parent or any agreement to which of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, Parent or any Acquiring Party is a party or by which it is bound. There are no other optionsof its Subsidiaries, (C) any warrants, calls, rightsoptions or other rights to acquire from Parent or any Subsidiary of Parent, commitments and no obligation of Parent or Contracts any Subsidiary of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party Parent to issue, transferany capital stock or other voting securities of, deliveror other ownership interests in any securities convertible into or exchangeable or exercisable for capital stock or other voting securities of Parent or any of its Subsidiaries and (y) as of the date hereof, there are not any outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contractsecurities. There are no Contracts relating Parent is not a party to voting, purchase or sale any voting agreement with respect to the voting of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholderssuch securities.

Capital Structure. The authorized capital stock of the Parent consists of two hundred million (i200,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and one hundred million (ii100,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were 19,327,940 and 1,911.107 are issued and outstanding, respectively. Parent also has warrants outstanding as for the purchase of 728,765 shares of its Common Stock, and options outstanding for the close purchase of business 225,674 shares of its Common Stock. In addition, Parent has $1,983,948 in outstanding convertible debt that may be converted into no more than 4,959,870 shares of Common Stock (based on the date hereof, no shares floor price of preferred stock of Parent$0.40 per share). Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are the capital stock of the Parent, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the NRS, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There Except as set forth in the Parent Disclosure Schedule as of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Acquisition Shares Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating Except as set forth in the Parent Disclosure Schedule, the Parent is not a party to voting, purchase any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or sale other securities of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of Parent consists of (ia) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of At the close of business on the date hereofJanuary 13, 42,750,000 shares of 2017, 2,027,019,539 Parent Common Stock Ordinary Shares were in issue, including: 162,645,590 Parent Ordinary Shares held in treasury and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share64,104,930 Parent Ordinary Shares represented by 31,993,191 Parent ADSs and, of which there which, 5,301,012 Parent Ordinary Shares were issued and outstanding as of held in trust to satisfy Parent’s share-based compensation arrangements (the “Parent Share Plans”). At the close of business on January 13, 2017, 6,252,884 Parent Share Awards over Parent Ordinary Shares were outstanding which may be satisfied by the date hereof, no shares allotment of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares new Parent Ordinary Shares from time to time or by a transfer of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this AgreementOrdinary Shares held in trust. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than Except as set forth in this Agreement and as set forth above, at the close of business on Schedule 4.2 of the SFX Disclosure ScheduleJanuary 13, there are 2017, no Parent Ordinary Shares, or other outstanding shares of capital stock equity, voting or voting securities and no outstanding commitments to issue any shares of capital stock ownership interests in, Parent were issued or voting securities of Parent after the date hereofreserved for issuance. All outstanding Parent Ordinary Shares in issue are, and all such shares of Parent Common Stock are that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, issued and fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, the charterpreemptive right, bylaws or equivalent organizational documents of an subscription right or any agreement similar right under any provision of the UK Companies Act 2000, xxx articles of association of Parent (the “Parent Articles”) or any Contract to which any Acquiring Party Parent is a party or by otherwise bound (other than any Contracts to which it the Company or any Company Subsidiary is a party or otherwise bound). The Parent ADSs to be issued as Merger Consideration will, when issued, be legally issued, entitle the holders thereof to the rights specified in the Deposit Agreement, and not be subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the UK Companies Act 2000, xxx Parent Articles or any Contract to which Parent is a party or otherwise bound (other than any Contracts to which the Company or any Company Subsidiary is a party or otherwise bound). There is no Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Ordinary Shares may vote (“Parent Voting Debt”). Except for awards pursuant to the Parent Share Plans, as of the date of this Agreement there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (other than any Contracts, arrangements or undertakings to which the Company or any Company Subsidiary is a party or by which any of them is bound) (x) obligating such Acquiring Party Parent to issue, transfergrant, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferredgranted, delivered, delivered or sold, repurchased additional shares of, or redeemedother equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any shares of capital stock of or other equity, voting or ownership interest in, Parent or any Parent Voting Debt, (y) obligating Parent to issue, grant, extendsell, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, unit, commitment, Contract, arrangement or Contract. There are no Contracts relating undertaking or (z) that give any person the right to voting, purchase receive any economic benefit or sale right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock (i) between Ordinary Shares. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent to repurchase, redeem or among Parent and otherwise acquire any of its stockholders and (ii) to SFX’s Knowledgeshares of, between or among any of other equity, voting or ownership interests in, Parent’s stockholders.

Capital Structure. The authorized capital stock of the Parent consists of Five Hundred Million (i500,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Ten Million (ii10,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) 43,062,337 shares of Parent Stock are issued and outstanding as (after giving effect to a forward split, by way of a dividend of an additional 14.28117 shares of common stock for each one share of common stock outstanding but before giving effect to the close of business on the date hereofissuances to be made at Closing and certain cancellations), (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The As of the Execution Date, the authorized capital stock of Parent Buyer consists of (ia) 300,000,000 400,000,000 shares of Parent Buyer Class A Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 (b) 50,000,000 shares of Parent Buyer Class B Common Stock and (iic) 100,000,000 1,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of share (the “Buyer Preferred Stock”). At the close of business on the date hereofAugust 11, 2017: (i) 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding, (ii) 25,875,000 shares of Buyer Class B Common Stock were issued and outstanding, (iii) no shares of preferred stock Buyer Preferred Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling the holder thereof to purchase one share of ParentBuyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the All outstanding shares of Parent Buyer Class A Common Stock and other Buyer Class B Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for the Buyer Class B Common Stock and the Buyer Warrants, as set forth in the Organization Documents of Buyer, there are no outstanding (a) securities exercisable for or of Buyer convertible into or exchangeable for shares of capital stock or other equity interest or voting securities of Parent that will be outstanding immediately following consummation Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any shares of capital stock or other equity interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than pursuant to the Forward Purchase Agreements and the rights of Contributor, the Xxxx Xxxx Contributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the transactions contemplated by this Agreement. The shares of Parent Buyer Class C Common Stock, Buyer Series A Preferred Stock comprising the and Buyer Series B Preferred Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement and the Kingfisher Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of Parent capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the Xxxx Xxxx Contribution Agreement or the Kingfisher Contribution Agreement. The Class C Common Stock comprising the Stock Consideration will to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are issued in compliance with all applicable state and federal securities Laws and not subject to to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights rights), Organizational Documents, commitments or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement agreements to which any Acquiring Party Buyer is a party or by which it is bound. There are no other The Buyer Series B Preferred Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or Contracts of any character agreements to which any Acquiring Party Buyer is a party or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersbound.

Capital Structure. The authorized capital stock of the Parent consists of One Hundred Million (i100,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Ten Million (ii10,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) 23,777,000 shares of Parent Stock are issued and outstanding as of the close of business on the date hereofoutstanding, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Florida Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized issued capital stock of Parent 20/20 as of the date hereof consists of (i) 300,000,000 24,234,330 shares of Parent 20/20 Common Stock, 2,716,050 shares of which there were issued Series A Convertible Preferred Stock ($0.50 Stated Value per share), 3,593,767 shares of Series B Convertible Preferred Stock (Stated Value $1.094491 per share) and outstanding as 254,365 shares of the close Series C Convertible Preferred Stock (Stated Value $1.094491 per share). As of business on the date hereof, 42,750,000 the authorized common stock of 20/20 equals 75,000,000 shares of Parent Common Stock and (ii) 100,000,000 17,000,000 shares of preferred stock, par value $0.001 per share, of which there were Preferred Stock. 20/20 has issued warrants and outstanding as of the close of business on the date hereof, no shares of options to purchase common stock and preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 4.7 hereof. Except as described above, there will be no shares of voting or non-voting capital stock, equity interests or other securities of 20/20 authorized, issued, reserved for issuance or otherwise outstanding at the Closing, however the holders of warrants and/or options of 20/20 exercisable for the purchase of capital stock do have the right, following delivery of notice of a proposed merger in which to tender their exercise consideration and receive the equivalent value with respect to the underlying securities to which they would have been entitled had they exercised the warrant and/or option immediately prior to the Closing Date (such contractual rights are referred to as the “Sharing Rights”). All of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent 20/20 Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereofnon-assessable, and are not subject to preemptive rights to, or rights issued in violation of, any kind of first refusal created by statutepreemptive, the charter, bylaws or equivalent organizational documents of an subscription or any agreement to which any Acquiring Party is a party or by which it is boundkind of similar rights. There are no bonds, debentures, notes or other Indebtedness of 20/20 having the right to vote on any matters on which stockholders of 20/20 may vote. There are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind (contingent or otherwise) to which any Acquiring Party 20/20 is a party or by which it is bound obligating such Acquiring Party 20/20 to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other voting securities of Parent 20/20 or obligating Parent 20/20 to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment commitment, agreement, arrangement or Contractundertaking that will survive the Closing, except as noted above with respect to the Sharing Rights. There are no Contracts relating outstanding contractual obligations of 20/20 to votingrepurchase, purchase redeem or sale otherwise acquire any shares of Parent Common Stock capital stock (ior options to acquire any such shares) between or among Parent other security or equity interest of 20/20 which will survive the Closing. Schedule 4.7 contains a true and any complete list of the record holders of the 20/20 Shares and sets forth the full name and number of 20/20 Shares owned by each. 20/20 maintains a mailing list for its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersshareholders which it will make available for review upon request.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 60,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per sharepar value, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding 9,025,114 shares of Parent Common Stock are issued and outstanding and 2,913,313 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes and options pursuant to Stock Option Plans (the "Parent Stock Plans") and otherwise and 250,000 shares are issuable to former shareholders of Veridicom, Inc. under an escrow agreement. Also authorized are 2,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of 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 free of any Liens other than any Liens created by or imposed upon the holders thereofand, and are not subject to preemptive rights or rights rights, and issued in compliance with all applicable state and federal laws concerning the issuance of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is boundsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which Parent or any Acquiring Party of its subsidiaries is a party or by which it any of them is bound obligating such Acquiring Party Parent or any its subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased additional shares of capital stock or redeemedother equity securities of Parent or any of its 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 no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders subsidiaries. The authorized capital stock of Sub consists of 75,000 shares of common stock, no par value per share, 1,000 shares of which have been validly issued, are fully paid and (ii) to SFX’s Knowledgenonassessable, between or among 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 of Parent’s stockholderslien.

Capital Structure. The authorized capital stock of the Parent consists of Two Hundred Million (i200,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Twenty Five Million (ii25,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) 27,450,000 shares of Parent Stock are issued and outstanding as of (before giving effect to the close of business on the date hereofissuances to be made at Closing), (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 120,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, . As of which there were the date of this Agreement (a) 2,872,866 shares of Parent Stock are issued and outstanding as of the close of business on the date hereof, outstanding; (b) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding and (c) no shares of Parent Common Stock and other securities exercisable for or convertible into capital preferred stock of are held by the Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreementin its treasury. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than Except as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Scheduleabove, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). There are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating not any outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. Except as set forth in that certain Stock Purchase Agreement dated October 18, 2007 by and between the Halter Financial Investments, L.P. and the Parent Common Stock (i) between the “HFI Purchase Agreement”), 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 among other securities of the Parent held by such securityholder under the Securities Act. The shareholder list provided to the Company is a current shareholder list generated by its stock transfer agent, and any such list accurately reflects all of its stockholders the issued and (ii) to SFX’s Knowledge, between or among any outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 1,500,000 shares of Parent Common Class A Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 50,000,000 shares of Parent Common Stock Class B Stock, and (ii) 100,000,000 1,000,000 shares of preferred stock, no par value $0.001 per shareshare ("Parent Preferred Stock"). Subject to such changes as may occur after Septem- ber 30, 1996, and subject in the case of which clauses (i) and (iii) to adjustment as a result of conversions of Class A Stock into Class B Stock, there were were, as of September 30, 1996: (i) 1,189,074 shares of Class A Stock, 650,640 shares of Class B Stock, and no shares of Parent Preferred Stock issued and outstanding outstanding; (ii) 187,796 shares of Class A Stock held by Parent in its treasury; and (iii) 35,672,220 shares of Class B Stock reserved for issuance upon conversion of Class A Stock. Except as of the close of business on the date hereofset forth above, no shares of preferred capital stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares or other equity securi- ties of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly are issued, fully paid and non-assessablereserved for issuance or outstanding. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding are, and all shares of Parent Common Stock are which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. All shares of Parent Stock issued pursuant to this Agreement will, when so issued, be registered under the Securi- ties Act for such issuance and registered under the Exchange Act, be registered or rights exempt from registration under any applicable state securities laws, and be listed on the NYSE, subject to official notice of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is boundissuance. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or ex- changeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above or as contemplated by Section 2.4, there are no outstanding securities, options, warrants, calls, rights, commitments or Contracts rights obligating Parent or any of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party its subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any 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, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such security, option, warrant, call, or right. The authorized capital stock of Sub consists of 100 shares of common stock, commitment or Contract. There $.01 par value per share, all of which have been validly issued, are no Contracts relating to votingfully paid and nonas- sessable and are owned directly by Parent, purchase or sale free and clear of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersLien.

Capital Structure. The authorized capital stock of the Parent consists of Two Hundred Million (i200,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Fifty Million (ii50,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) 34,118,127 shares of Parent Stock referenced on the SEC Reports are issued and outstanding as of the close of business on the date hereof, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the Preferred Stock are outstanding, and (iii) no shares of Parent Common Stock and other securities exercisable or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for or convertible into capital stock the purchase of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The 1,500,000 shares of Parent Common Stock comprising common stock, par value $0.0001 per share, and stock options for the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms purchase of this Agreement, the 3,000,000 shares of Parent Common Stock comprising the Stock Consideration will be validly issuedcommon stock, fully paid and non-assessablepar value $0.0001 per share, outstanding. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no No other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, 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. Prior to the Transactions, no Contracts relating securities of the Parent have been issued to voting, purchase or sale any Person since the last filed SEC Report and prior to the Transactions the Parent intends to undertake a split such that at Closing there shall be approximately 37,000,000 shares of Parent Common Stock (i) between or among Parent issued and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholders.outstanding

Capital Structure. The At the date hereof, the authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 50,000,000 shares of Parent Common Stock and (ii) 100,000,000 1,000,000 shares of preferred stock, $.01 par value $0.001 per shareshare ("Parent Preferred Stock"), of which there were issued and outstanding 50,000 shares have been designated as of "Series A Junior Participating Preferred Stock" ("Parent Series A Stock"). At the close of business on the date hereofDecember 31, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the 2000, 15,877,815 shares of Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding and, since such date, Parent has not issued any such shares other securities exercisable for or convertible into than in connection with the exercise of Parent Stock Options (as defined below). The capital stock of Parent that will be outstanding immediately following consummation Sub consists of 1,000 shares of Common Stock, $.01 par value per share, all of which as of the transactions contemplated date of this Agreement were issued and outstanding, and owned directly by Parent. As of the date of this Agreement. The , Parent had no shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action andreserved for issuance, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the except for shares of Parent Common Stock comprising reserved for issuance pursuant to Parent's Amended and Restated Stock Option Plan (the "Parent Stock Consideration will be validly issued, fully paid and non-assessablePlan"). Other than Except as set forth in this Agreement and as set forth above, at the close of business on Schedule 4.2 of the SFX Disclosure ScheduleDecember 31, there are 2000, no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of Parent after the date hereofwere issued, reserved for issuance or outstanding. All the outstanding shares of Parent Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. All shares of Parent Common Stock issuable in exchange for Company Capital Stock at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon preemptive rights. As of the holders thereofdate of this Agreement, except for (i) this Agreement, (ii) stock options issued pursuant to the Parent Stock Plan (collectively, the "Parent Stock Options"), and (iii) the rights to purchase shares of Parent Series A Stock issued pursuant to the Rights Agreement, there are not subject to preemptive no options, warrants, calls, rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an agreements to which Parent or any agreement to which any Acquiring Party of its Subsidiaries is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts any of any character to which any Acquiring Party is a party or by which it them is bound obligating such Acquiring Party Parent or any of its Subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment right or Contractagreement. There are no Contracts relating to voting, purchase or sale Each outstanding share of capital stock of each Subsidiary of Parent Common Stock that is a corporation is duly authorized, validly issued, fully paid and nonassessable. Except as disclosed in the Parent SEC Documents (ias defined in Section 2.6) between filed prior to the date of this Agreement, all the outstanding shares of capital stock or among other ownership interests of each Subsidiary of Parent and are owned by Parent, another Subsidiary of Parent and/or a physician under contract with Parent or any of its stockholders Subsidiaries, free and clear of all security interests, liens, claims, pledges, mortgages, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (ii) to SFX’s Knowledgeeach, between a "Lien"), other than, in the case of shares or among other ownership interests of Subsidiaries held by physicians under contract with Parent or any of Parent’s stockholdersits Subsidiaries, Liens in favor of Parent or its Subsidiaries. As of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which shareholders of Parent may vote. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries. Except as set forth in Section 2.2 of the letter dated the date hereof and delivered on the date hereof by Parent to the Company, which letter relates to this Agreement and is designated therein as the Parent Letter (the "Parent Letter"), Exhibit 21.1 to the Annual Report on Form 10-K of Parent for the year ended December 31, 1999 (the "Parent Annual Report"), as filed with the Securities and Exchange Commission (the "SEC"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the SEC.

Capital Structure. The authorized capital stock of the Parent consists of Four Hundred Ninety-Nine Million (i499,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and One Million (ii1,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were (i) 69,788,996 shares of common stock are issued and outstanding as of the close of business on the date hereofoutstanding, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and Shares or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Shares may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and any such list accurately reflects all of its stockholders the issued and (ii) to SFX’s Knowledge, between or among any outstanding shares of Parent’s stockholdersthe Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of Seven Hundred Eighty Million (i780,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Twenty Million (ii20,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, . As of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding (i) Two Million Six Thousand Twenty Nine (2,006,029) shares of Parent Common Stock are issued and outstanding, and (ii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any 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. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Parent consists of (i) 300,000,000 160,000,000 shares of Parent Common Stock, $0.001 par value, and 10,000,000 shares of preferred stock at $0.001 par value, of which there were 3,926,117 shares of Parent Common Stock will be issued and outstanding as of immediately prior to the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as Closing Date of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities Merger and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, and options and otherwise. Immediately prior to the Closing and after the stock split to be effected pursuant to section 1.08 of the Agreement, there shall be 34,707,158, shares of Parent Common Stock $0.001 par value authorized of which 850,000 shares of Parent Common Stock $0.001 par value will be issued and outstanding and 10,000,000 shares of preferred stock at $0.001 par value. Except as set forth above, no shares of capital stock or other equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the 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 free of any Liens other than any Liens created by or imposed upon the holders thereofnonassessable, and are not subject to preemptive rights or rights rights, and issued in compliance with all applicable state and federal laws concerning the issuance of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is boundsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which the Parent or any Acquiring Party of its subsidiaries is a party or by which it any of them is bound obligating such Acquiring Party the Parent or any its subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any 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, 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, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or Contractundertaking. There are no Contracts relating to votingoutstanding contractual obligations, purchase commitments, understandings or sale arrangements of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) subsidiaries to SFX’s Knowledgerepurchase, between redeem or among otherwise acquire or make any payment in respect of any shares of capital stock of the Parent or any of Parent’s stockholdersits subsidiaries.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 60,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per sharepar value, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding 1,498,952 shares of Parent Common Stock are issued and outstanding. 550,109 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes and options. 3,000,000 shares of Parent Common Stock are reserved for issuance pursuant to Stock Option Plans (the "Parent Stock Plans"). Also authorized are 2,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of 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 free of any Liens other than any Liens created by or imposed upon the holders thereofand, and are not subject to preemptive rights or rights rights, and issued in compliance with all applicable state and federal laws concerning the issuance of first refusal created by statutesecurities. Except as set forth in Schedule 3.02(c), the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There there are no outstanding bonds, debentures, notes or other ---------------- indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which Parent or any Acquiring Party of its subsidiaries is a party or by which it any of them is bound obligating such Acquiring Party Parent or any its subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased additional shares of capital stock or redeemedother equity securities of Parent or any of its 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 no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders subsidiaries. The authorized capital stock of Sub consists of 75,000 shares of common stock, no par value per share, 1,000 shares of which have been validly issued, are fully paid and (ii) to SFX’s Knowledgenonassessable, between or among 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 of Parent’s stockholderslien.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (i) 1,400,000 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent’s stockholders. 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. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent's Common Stock.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 90,000,000 shares of Parent Common Stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (i) 1,156,850 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent’s stockholders. 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. The stockholder list provided to the Company is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent's Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of Two Hundred and Thirty Million (i230,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Twenty Million (ii20,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) no shares of Parent Stock are issued and outstanding as of the close of business on the date hereof, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating The Parent is not a party to voting, purchase any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or sale other securities of the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of Seven Hundred Million (i700,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Ten Million (ii10,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the (i) 99,715,566 shares of Parent Common Stock are issued and other securities exercisable for or convertible into capital stock outstanding (ii) no shares of Preferred Stock are outstanding, and (iii) no shares of Parent that Common Stock or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for the purchase of 62,500 shares of Parent Common Stock, 50,000,000 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 11,555,000 shares of Parent Common Stock, outstanding, of which options to purchase 7,800,000 shares of Parent Common Stock will be outstanding immediately following consummation of cancelled in connection with the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no No other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Common Stock are Stock, are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except for the transactions described in Section 4.23, or as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, the Parent is not a party to votingany 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 Parent Disclosure Schedule includes a true and correct pro-forma capitalization table of the Company: (i) immediately prior to consummation of the Merger contemplated by this Agreement and after giving effect to, purchase or sale of among other transactions involving Parent Common Stock (i) between or among Parent the transactions provided for in Section 4.23 hereof and any of its stockholders outstanding options and warrants; and (ii) to SFX’s Knowledge, between or among any immediately after consummation of Parent’s stockholdersthe Merger after which Seller will own 50% of the issued and outstanding shares of Parent Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 75,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of which there were (a) 8,400,000 shares of Parent Stock are issued and outstanding as of (before giving effect to the close of business on the date hereof, issuances to be made at Closing) (b) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (c) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent and any of its stockholders and (ii) held by such securityholder under the Securities Act. The stockholder list provided to SFX’s Knowledge, between or among any of the Company is a current stockholder list generated by the Parent’s stockholdersstock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized share capital stock of the Parent consists of Seventy Five Million (i75,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued common stock with Thirty Five Million Twenty (35,000,020) shares outstanding and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereofauthorized. All outstanding shares of the capital stock of the Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote ("Voting Parent Debt"). Except as set forth in this Section 4.03, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred common stock, par value $0.001 per share, of which there were (a) 16,450,000 shares are issued and outstanding as of (before giving effect to the close of business on the date hereofissuances to be made at Closing), and no shares of preferred common stock of Parentare reserved by the Parent in its treasury. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Shares may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent and any of its stockholders and (ii) held by such securityholder under the Securities Act. The stockholder list provided to SFX’s Knowledge, between or among any of the Company is a current stockholder list generated by the Parent’s stockholdersstock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. (a) The authorized share capital stock of Parent consists of (i) 300,000,000 70,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock (“Parent Preferred Stock, of which there were issued and outstanding as of ”). At the close of business on the date hereofMeasurement Date, 42,750,000 (i) 33,503,529 shares of Parent Common Stock were issued and outstanding, (ii) 100,000,000 no Parent Preferred Stock was issued and outstanding, (iii) 7,317,987 shares of preferred stockParent Common Stock were held in the Treasury of Parent, par value $0.001 per share, (iv) 1,591,574 shares of which there Parent Common Stock were reserved for future issuance pursuant to options to purchase Parent Common Stock (“Parent Stock Options”) and (v) 2,854,070 common stock warrants were issued and outstanding outstanding. Except as of set forth above, at the close of business on the date hereofMeasurement Date, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the charter, bylaws or equivalent organizational documents of an Parent Charter Documents or any agreement Contract to which Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Acquiring Party matters on which holders of shares of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts any of any character to which any Acquiring Party is a party or by which it them is bound (i) obligating such Acquiring Party Parent or any of its Subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt or (ii) obligating Parent or any of its Subsidiaries to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking. There As of the date of this Agreement, there are no Contracts relating to voting, purchase or sale outstanding contractual obligations of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) Subsidiaries to SFX’s Knowledgerepurchase, between redeem or among otherwise acquire any shares of capital stock of Parent or any of Parent’s stockholdersits Subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were (i) 34,691,358 shares of Parent Stock are issued and outstanding as of (before giving effect to the close of business on the date hereof, issuances to be made at Closing) (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and other securities exercisable for or convertible into capital preferred stock of are held by the Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreementin its treasury. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than Except as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Parent Disclosure ScheduleLetter, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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. The stockholder list provided to the Company is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized capital stock of Parent ----------------- consists of (i) 300,000,000 75,000,000 shares of Parent Common Stock, of which there were issued par value $0.01 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, par value $0.001 0.01 per share, of which there were issued and outstanding as of share ("Parent Preferred Stock"). At the close of business on the date hereofJuly 21, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the 1997, (i) 17,159,618 shares of Parent Common Stock were issued and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The outstanding, (ii) no shares of Parent Common Stock comprising were held by the Company in its treasury, (iii) 2,957,152 shares of Parent Common Stock Consideration have been duly authorized by were reserved for issuance pursuant to Parent's stock option and employee stock purchase plans ("Parent Equity Incentive Plans"), (iv) 3,059,324 shares of Parent Common Stock were reserved for issuance pursuant to the conversion of Parent's 5 1/4% Convertible Subordinated Debentures due August 15, 2002 (the "Parent Convertible Debentures"), and (v) no shares of Parent Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on July 22, 1997, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all necessary corporate action andshares which may be issued pursuant to the Parent Equity Incentive Plans will be, when issued and delivered against payment therefor in accordance with the terms of this Agreementthereof, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statuterights. Except for the Parent Convertible Debentures, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There there are no bonds, debentures, notes or other indebtedness of Parent outstanding having the right to vote (or, other than the Parent Convertible Debentures, convertible into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, there are no securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which Parent is a party, or by which it is bound, obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any Acquiring Party such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, are not any outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of Parent. As of the date of this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound obligating such Acquiring Party relating to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, the voting of any shares of capital stock of Parent. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law), except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent or obligating Parent to grant, extend, accelerate that may be owned by certain nominee equity holders as required by the vesting and/or repurchase rights of, change applicable law of the price of, or otherwise amend or enter into any jurisdiction of organization of such option, warrant, call, right, commitment or Contractsubsidiaries. There are no Contracts relating to voting, purchase or sale securities of Parent Common Stock or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (iwhether or not contingent) between providing for the issuance or among Parent and sale, directly or indirectly, of any of its stockholders and (ii) to SFX’s Knowledgecapital stock or other ownership interests in, between or among any other equity securities of, any subsidiary of Parent’s stockholders. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capital Structure. (a) The authorized capital stock of the Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 100,000,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred Parent Preferred stock, $0.001 par value $0.001 per share, of which there were issued and outstanding as (“Parent Preferred Stock”). As of the close date of business on the date hereofthis Agreement, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the (A) 3,357,830 shares of Parent Common Stock are issued and other securities exercisable for or convertible into capital stock outstanding, and (B) no shares of Parent that will be outstanding immediately following consummation Preferred Stock are issued and outstanding. Since the date of the transactions contemplated by this Agreement. The , the Parent has not issued any shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of or Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessablePreferred Stock. Other than Except as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Scheduleabove, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, the charterpreemptive right, bylaws or equivalent organizational documents of an subscription right or any agreement to which any Acquiring Party is a party or by which it is boundsimilar right. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). There are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are no Contracts relating to voting, purchase or sale outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent. 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 a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 20,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 1,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued 5,000 shares are designated as shares of Parent Series A Preferred Stock, 100,000 shares are designated as shares of Parent Series B Preferred Stock, and outstanding 50,000 shares are designated as shares of Parent Series C Preferred Stock. As of the close date hereof (i) 12,970,515 shares of business on the date hereofParent Common Stock, 1,000 shares of Parent Series A Preferred Stock, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the Parent Series B Preferred Stock, and no shares of Parent Common Series C Preferred Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when are issued and delivered against payment therefor in accordance with the terms of this Agreementoutstanding, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are (ii) no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which Parent is a party or otherwise bound. There are not any Acquiring Party bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments or Contracts any of any character to which any Acquiring Party is a party or by which it them is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent’s stockholders.

Capital Structure. The authorized capital stock of the Parent consists of Two Hundred Million (i200,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.0001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Fifty Million (ii50,000,000) 100,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were (i) 83,662,502 shares of common stock are issued and outstanding as of (before giving effect to the close of business on the date hereofissuances to be made at Closing), no (ii) Ten Million (10,000,000) shares of preferred stock are designated as Series A Convertible Preferred Stock, of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the which 3,000,000 are issued and outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There Except as set forth in the Parent SEC Documents, there are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent common stock may vote (“Voting Parent Debt”). Except in connection with the Transactions and except as set forth in the Parent SEC Documents, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent Common Stock (i) between 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 among other securities of the Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of Seventy Five Million (i75,000,000) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred common stock, par value $0.001 per share, of which there were (i) 38,647,250 shares of Parent Stock are issued and outstanding as of (before giving effect to the close of business on the date hereof, issuances to be made at Closing) and (iii) no shares of preferred stock of ParentParent Stock are held by the Parent in its treasury. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Business Corporation Act, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of Nine Hundred and Seventy Five Million (i975,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Twenty Million (ii20,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were (i) 10,762,915 shares of Parent Stock referenced on the SEC Reports are issued and outstanding as of the close of business on the date hereof, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the Preferred Stock are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. Parent does not have any stock purchase warrants or stock options outstanding. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, 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. Prior to the Transactions, no Contracts relating securities of the Parent have been issued to voting, purchase any Person since the last filed SEC Report and prior to or sale immediately following the closing of the Transactions the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) intends to SFX’s Knowledge, between or among any of Parent’s stockholdersundertake the Reverse Split.

Capital Structure. The authorized capital stock of Parent Explorations consists of (i) 300,000,000 10,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred common stock, $.01 par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no 1,500,000 shares of preferred stock of Parentand 100,000 shares have been designated Class B Preferred Stock, $.01 par value, and 500,000 shares have been designated as Class A preferred stock, $.01 par value. Schedule 4.2 As of the SFX Disclosure Schedule sets forth all Closing (without giving effect to the payment of the Purchase Price): (i) no more than 2,212,632 shares of Parent Common Stock Explorations common stock shall be issued and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The outstanding; (ii) no more than 23,536 shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when Class A preferred stock shall be issued and delivered against payment therefor in accordance with the terms of this Agreement, the outstanding; (iii) no shares of Parent Common Stock comprising the Stock Consideration will Class B Preferred shall be validly issued, fully paid issued and non-assessableoutstanding; and (iv) no shares of Explorations common stock were held by Explorations in its treasury. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other All outstanding shares of capital stock or voting securities of Explorations are, and no outstanding commitments to issue any all shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights rights. Except for the Tucker Family Spendthrift Trust, a Florida trust ("TFST") convertiblx Xxxx (the "TFST Bond") and the Class A Preferred Stock, there are no issued, reserved for issuance or rights outstanding securities of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an Explorations or any agreement to which Explorations subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Explorations, or any Acquiring Party is a party or by which it is bound. There are no other options, warrants, calls, rightsoptions or other rights to acquire from Explorations or any Explorations subsidiary. Explorations does not have any securities, commitments debt instruments, agreements or Contracts obligations of any character nature to which any Acquiring Party is a party acquire, directly or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemedindirectly, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price ofstock, or otherwise amend other equity or enter into ownership interest in, any such optionperson, warrantfirm or corporation, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersassets.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 shares of 400,000,000 Parent Common StockShares, of which there 124,098,357 shares were issued and outstanding as of the close of business on the date hereofJanuary 31, 42,750,000 shares of Parent Common Stock 2000 and (ii) 100,000,000 shares of 20,000,000 preferred stockshares, without par value $0.001 per sharevalue, of which there no shares were issued and outstanding as of the close of business on the date hereof, no hereof and 4,000,000 shares of preferred stock of designated as Series A Junior Participating Preferred Shares and reserved for issuance pursuant to Parent's Share Purchase Rights Plan. Schedule 4.2 All of the SFX Disclosure Schedule sets forth all of the issued and outstanding shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration Shares have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be are validly issued, fully paid and nonnonassessable. Parent has no Parent Shares reserved for or subject to issuance, except that, as of December 31, 1999, there were 5,874,956 shares of Parent Shares reserved in the aggregate for issuance pursuant to Parent's 1988 Amended and Restated Long-assessableTerm Incentive Plan, 1994 Amended and Restated Long-Term Incentive Plan and Nonemployee Director Stock Incentive Plan (the "Parent Stock Plans"). Other than as set forth in this Agreement and as set forth on Schedule 4.2 Each of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting other securities of Parent after the date hereof. All outstanding shares each of Parent Common Stock are Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and are owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Liens lien, pledge, security interest, claim or other than any Liens created by or imposed upon the holders thereofencumbrance. Except as set forth above, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There there are no preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitments or Contracts of any character to which any Acquiring Party is a party or by which it is bound obligating such Acquiring Party to issuestock appreciation rights, transfer, deliver, sellredemption rights, repurchase rights, agreements, arrangements or redeem, commitments to issue or cause to be issued, transferred, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to SFX’s Knowledgesubscribe for or acquire, between any securities of Parent - or among any of Parent’s stockholdersits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent 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 Parent on any matter ("Parent Voting Debt").

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 an unlimited number of shares of Parent Common Stock, of which there approximately 111,842,348 shares were issued and outstanding as of the close of business on January 14, 2003, and an unlimited number of Preference Shares, issuable in series, and an unlimited number of Series 1 Preference Shares (collectively, the date hereof, 42,750,000 shares of "Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there Preference Shares"). No Parent Preference Shares were issued and outstanding as of the close of business on the date hereofJanuary 14, no shares of preferred stock of Parent2003. Schedule 4.2 All of the SFX Disclosure Schedule sets forth all of the outstanding shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be are validly issued, fully paid and non-assessablenonassessable. Other than Parent has no shares of Parent Common Stock or Parent Preference Shares reserved for issuance, except that, as set forth in this Agreement of January 15, 2003, there were 5,666,913 shares of Parent Common Stock reserved for issuance pursuant to the 1985, 1994, 1999 and 2001 Long Term Incentive Plans (the "Parent Stock Plans") and the Option Agreements dated as set forth on Schedule 4.2 of April 18, 2002. Each of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities each of Parent after the date hereof. All outstanding shares of Parent Common Stock are Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of Parent, free and are free clear of any Liens lien, pledge, security interest, claim or other than any Liens created by or imposed upon the holders thereofencumbrance. Except as set forth above and as provided in Section 4.8, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or Contracts rights of any character kind that obligate the Company or any of its Subsidiaries to which any Acquiring Party is a party issue or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to SFX’s Knowledgesubscribe for or acquire, between any securities of the Company or among any of Parent’s stockholdersits Significant Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Parent 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 stockholders of Parent on any matter ("Parent Voting Debt").

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 shares As of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and : (iiA) 100,000,000 shares of preferred stock1,000,000 preference shares, par value $0.001 0.0001 per share, of which there were Parent (“Parent Preferred Stock”) are authorized and no shares are issued and outstanding as of the close of business on the date hereof, no outstanding; (B) 200,000,000 Class A ordinary shares of preferred stock of Parent. Schedule 4.2 of , par value $0.0001 per share (“Class A Shares”), are authorized and 31,000,000 are issued and outstanding; (C) 20,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”, and together with the SFX Disclosure Schedule sets forth all of Class A Shares, the shares of “Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action Ordinary Shares” and, when collectively with the Parent Preferred Stock, the “Parent Stock”) are authorized and 7,750,00 are issued and delivered against payment therefor in accordance outstanding; (D) 16,400,000 warrants to purchase one-half of one Class A Share (the “Private Placement Warrants” are outstanding and (E) 31,000,000 warrants to purchase one-half of one Class A Share (the “Public Warrants”, collectively with the terms of this AgreementPrivate Placement Warrants, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there “Warrants”) are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereofoutstanding. All outstanding shares of Parent Common Stock are Class A Shares, Class B Shares, Private Placement Warrants and Public Warrants have been duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, non-assessable and are not subject to preemptive rights. All outstanding shares of capital stock of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, free and clear of all Encumbrances. Except for the Warrants, there are no outstanding options, warrants or other rights to subscribe for, purchase or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an acquire from Parent or any agreement to which of its Subsidiaries any Acquiring Party is a party shares of Parent Stock or by which it is boundother equity interests in the Parent or securities convertible into or exchangeable or exercisable for shares of Parent Stock. There Except as set forth in this Section 3.1(b), there are no no: (A) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Stock or other voting securities of Parent or any Subsidiary of Parent, or (B) options, warrants, calls, rights (including preemptive rights), puts, commitments or Contracts of any character agreements to which Parent or any Acquiring Party Subsidiary of Parent is a party or by which it is bound in any case obligating such Acquiring Party Parent or any Subsidiary of Parent to issue, transfer, deliver, sell, repurchase purchase, redeem or redeemacquire, or cause to be issued, transferred, delivered, sold, repurchased purchased, redeemed or redeemedacquired, any additional shares of capital stock or any other voting securities of Parent or of any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment or Contractagreement. There are no Contracts not any stockholder agreements, voting trusts, proxies or other agreements or understandings to which the Company is a party or by which it is bound relating to voting, purchase or sale the voting of any Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersStock.

Capital Structure. (a) The authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 75,000,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 0.0001 per share, of which there were issued and outstanding as prior to the Effective Time and including the shares of Parent Common Stock to be issued in the close Parent Private Placement, 12,294,075 shares of business on Parent Common Stock, after giving effect to the forfeiture of 3,375,000 shares of Parent Common Stock held by certain founders and after giving effect to the Parent Private Placement, and no shares of preferred stock. On the date hereof, no there were outstanding warrants to purchase 5,750,000 shares of preferred stock Parent Common Stock (the “Parent Warrants”) at an exercise price of Parent$5.00 per share of Parent Common Stock and 5,750,000 shares of Parent Common Stock have been reserved for future issuance pursuant to such Parent Warrants. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock Stock, Parent Warrants and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this AgreementMerger. The shares of Parent Common Stock comprising to be issued to the Stock Consideration Members pursuant to Section 2.3(a) hereof have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreementhereof, the shares of Parent Common Stock comprising the Stock Consideration will shall be validly issuedissued and outstanding, fully paid and non-assessablenonassessable. Other than as set forth in this Agreement and other than as set forth on Schedule 4.2 of contemplated in connection with the SFX Disclosure ScheduleParent Private Placement, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights, purchase options, subscription rights or rights of first refusal or any similar right created by statute, the charter, bylaws Certificate of Incorporation or equivalent organizational documents Bylaws of an Parent or any agreement to which any Acquiring Party Parent is a party or by which it is bound. There Except for the rights created pursuant to this Agreement, except as contemplated by the Parent Private Placement and except as described in the final prospectus of Parent, dated October 24, 2011 (File No. 333-174599) (the “Prospectus”), there are no other optionsogptions, warrants, calls, rights, commitments or Contracts of any character to which any Acquiring Party Parent is a party or by which it is bound obligating such Acquiring Party Parent to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There Other than as contemplated in connection with the Parent Private Placement, there are no Contracts relating to voting, purchase or sale of Parent Common Stock Parent’s capital stock (i) between or among Parent and any of its stockholders and (ii) to SFXParent’s Knowledgeknowledge, between or among any of Parent’s stockholders. There are no outstanding contractual obligations of Parent to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. None of the outstanding securities of the Parent have been issued in violation of any applicable securities Laws.

Capital Structure. The authorized share capital stock of Public Parent consists of an unlimited number of Public Parent Shares, an unlimited number of Public Parent Class B Multiple Voting Shares, an unlimited number of Public Parent Class C Non-Voting Shares, an unlimited number of Public Parent Class A Senior Preferred Shares and an unlimited number of Public Parent Class B Junior Preferred Shares. As of the Capitalization Date: (i) 300,000,000 shares of 110,606,944 Public Parent Common Stock, of which there Shares were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and outstanding; (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there 2 Public Parent Class B Multiple Voting Shares were issued and outstanding; (iii) 2,103,677 Public Parent Class C Non-Voting Shares were issued and outstanding; (iv) nil Public Parent Class A Senior Preferred Shares were issued and outstanding; and (v) nil Public Parent Class B Junior Preferred Shares were issued and outstanding. Public Parent does not have outstanding as any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or be exercised for securities having the right to vote) with the shareholders of Public Parent on any matter. All of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and outstanding share capital or other securities exercisable for or convertible into capital stock of Public Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be are validly issued, fully paid and non-assessableassessable and free and clear of any Encumbrance (other than any Permitted Encumbrance). Other than Upon the issuance of any Public Parent Share as set forth in otherwise expressly permitted by this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure ScheduleAgreement, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of such Public Parent after the date hereof. All outstanding shares of Parent Common Stock are Shares will be duly authorized, validly issued, fully paid and nonassessable non-assessable and are free and clear of any Liens Encumbrance (other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is boundPermitted Encumbrance). There are no preemptive, subscription or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights, commitments or Contracts rights of any character kind that obligate Public Parent to which any Acquiring Party is a party issue or by which it is bound obligating such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, sell any shares of capital stock or other securities of Public Parent or obligating Parent to grantany securities or obligations convertible or exchangeable into or exercisable for, extend, accelerate the vesting and/or repurchase rights of, change the price ofvalued by reference to, or otherwise amend giving any Person a right to subscribe for or enter into acquire, any securities of Public Parent, and no securities or obligations evidencing such optionrights are authorized, warrant, call, right, commitment issued or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersoutstanding.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, . As of which there were the date of this Agreement (a) 10,030,612 shares of Parent common stock are issued and outstanding as of the close of business on the date hereof, outstanding; (b) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding and (c) no shares of Parent Common Stock and other securities exercisable for common stock or convertible into capital preferred stock of are held by the Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreementin its treasury. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than Except as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Scheduleabove, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). There are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating not any outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of Parent Common Stock (i) between or among Parent and any capital stock of its stockholders and (ii) to SFX’s Knowledge, between or among any of the Parent’s stockholders.

Capital Structure. The authorized capital stock of the Parent consists of Two Billion (i2,000,000,000) 300,000,000 shares of Parent common stock, par value $0.001 per share (“Common Stock”), of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per shareshare (“Preferred Stock”), of which there were 3,529,971 shares of Common Stock, and 0 shares of Preferred Stock are issued and outstanding as of (before giving effect to the close of business on the date hereof, no shares of preferred stock of Parentissuances to be made at Closing). Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Business Corporation Act, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Common Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersheld by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 70,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per sharepar value, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding 36,000,000 shares of Parent Common Stock are issued and outstanding and 1,800,000 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants. These are five year warrants, which include piggyback registration rights on the underlying stock, with an exercise price of to be mutually determined by the Board of Directors and Warrant Holder(s), these warrants are not exercisable for at least twelve months from the date of issue. There are no convertible notes, options and otherwise instruments outstanding. Immediately after the Effective Time of the Merger, 28,000,000 shares of Parent Common Stock held by Xxxxxx Xxxxx shall be automatically cancelled, further to a separate Share Cancellation Agreement. Also authorized are 5,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of 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 free of any Liens other than any Liens created by or imposed upon the holders thereofand, and are not subject to preemptive rights or rights rights, and issued in compliance with all applicable state and federal laws concerning the issuance of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is boundsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which Parent or any Acquiring Party of its subsidiaries is a party or by which it any of them is bound obligating such Acquiring Party Parent or any its subsidiaries to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased additional shares of capital stock or redeemedother equity securities of Parent or any of its 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 no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no Contracts relating to voting, purchase or sale of Parent Common Stock (i) between or among Parent and any of its stockholders subsidiaries. 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 (ii) to SFX’s Knowledgenonassessable, between or among 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 of Parent’s stockholderslien.

Capital Structure. The authorized capital stock of the Parent consists of (i1) 300,000,000 200,000,000 shares of Parent Common Stockcommon stock, par value $0.001 per share, of which there were (a) _________ shares are issued and outstanding as of (before giving effect to the close of business on the date hereofissuances to be made at Closing), 42,750,000 and (b) no shares of common stock are reserved by the Parent Common Stock in its treasury; and (ii2) 100,000,000 20,000 shares of preferred stock, par value $0.001 per share, of which there were 0 shares are issued and an outstanding as of the close of business on the date hereofSeries E Preferred Stock, and (b) no shares of preferred stock of Parentare reserved by the Parent in its treasury. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Shares may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are no other options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent and any of its stockholders and (ii) held by such security holder under the Securities Act. The stockholder list provided to SFX’s Knowledge, between or among any of the Company is a current stockholder list generated by the Parent’s stockholdersstock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 40,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (i) 500,000 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party Parent is a party or by which it is bound (i) obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating to voting, purchase or sale not any outstanding contractual obligations of Parent Common Stock (i) between to repurchase, redeem or among Parent and otherwise acquire any shares of its stockholders and (ii) to SFX’s Knowledge, between or among any capital stock of Parent’s stockholders. 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. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent's Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of Five Hundred Million (i500,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Ten Million (ii10,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued (i) One Hundred and outstanding as of the close of business on the date hereofFour Million Eight Hundred and Twenty Four Thousand Two Hundred and Seventy Five (104,824,275) (after giving effect to a 37.39716 for one forward split), (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the are outstanding, and (iii) no shares of Parent Common Stock and or preferred stock are held by the Parent in its treasury. No other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofwere issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 no Contracts relating outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common 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 is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock (i) between or among Parent and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersas at the Closing.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 75,000,000 shares of Parent Common Stock, of which there were issued par value $0.01 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 5,000,000 shares of preferred stock, par value $0.001 0.01 per share, of which there were issued and outstanding as of share ("Parent Preferred Stock"). At the close of business on the date hereofJuly 21, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the 1997, (i) 17,159,618 shares of Parent Common Stock were issued and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The outstanding, (ii) no shares of Parent Common Stock comprising were held by the Company in its treasury, (iii) 2,957,152 shares of Parent Common Stock Consideration have been duly authorized by were reserved for issuance pursuant to Parent's stock option and employee stock purchase plans ("Parent Equity Incentive Plans"), (iv) 3,059,324 shares of Parent Common Stock were reserved for issuance pursuant to the conversion of Parent's 5 1/4% Convertible Subordinated Debentures due August 15, 2002 (the "Parent Convertible Debentures"), and (v) no shares of Parent Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on July 22, 1997, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all necessary corporate action andshares which may be issued pursuant to the Parent Equity Incentive Plans will be, when issued and delivered against payment therefor in accordance with the terms of this Agreementthereof, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statuterights. Except for the Parent Convertible Debentures, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There there are no bonds, debentures, notes or other indebtedness of Parent outstanding having the right to vote (or, other than the Parent Convertible Debentures, convertible into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above, there are no securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which Parent is a party, or by which it is bound, obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or obligating Parent to issue, grant, extend or enter into any Acquiring Party such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, are not any outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of Parent. As of the date of this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound obligating such Acquiring Party relating to issue, transfer, deliver, sell, repurchase or redeem, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, the voting of any shares of capital stock of Parent. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law), except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent or obligating Parent to grant, extend, accelerate that may be owned by certain nominee equity holders as required by the vesting and/or repurchase rights of, change applicable law of the price of, or otherwise amend or enter into any jurisdiction of organization of such option, warrant, call, right, commitment or Contractsubsidiaries. There are no Contracts relating to voting, purchase or sale securities of Parent Common Stock or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (iwhether or not contingent) between providing for the issuance or among Parent and sale, directly or indirectly, of any of its stockholders and (ii) to SFX’s Knowledgecapital stock or other ownership interests in, between or among any other equity securities of, any subsidiary of Parent’s stockholders. As of the date of this Agreement, there are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Common Stock, par value $0.001 per share (“Parent Common Stock”), of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (i) 7,091,350 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth in the Parent Disclosure Letter, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Letter, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating not any outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. Except as set forth in the Parent Common Stock (i) between Disclosure Letter, 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 among other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and any such list accurately reflects all of its stockholders the issued and (ii) to SFX’s Knowledge, between or among any outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as . As of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding hereof (a) 1,250,000 shares of Parent Common Stock are issued and outstanding, (b) no shares of preferred stock are outstanding and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (a) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 the Parent. There As of the date of this Agreement, there are no Contracts relating not any outstanding contractual obligations of the Parent to votingrepurchase, purchase redeem or sale otherwise acquire any shares of capital stock of the Parent. The Parent Common Stock (i) between 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 among other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and any such list accurately reflects all of its stockholders the issued and (ii) to SFX’s Knowledge, between or among any outstanding shares of the Parent’s stockholdersCommon Stock.

Capital Structure. The authorized capital stock of Parent consists of (i) 300,000,000 70,000,000 shares of Parent Common Capital Stock, $0.001 par value, of which there were 10,873,750 shares of Parent Capital Stock are issued and outstanding prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the issuance of the close of business on Merger Consideration to the date hereofLLC Unit Holders, 42,750,000 the Parent will have 1,100,000 shares of Parent Common the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which eighteen million (ii18,000,000) 100,000,000 will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, par value $0.001 per sharepar value, none of which there were is issued and outstanding outstanding. Except as of the close of business on the date hereofset forth herein, no shares of preferred capital stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares or other equity securities of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly are issued, fully paid and non-assessablereserved for issuance or outstanding. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no other All outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding are, and all shares of Parent Common Stock are which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereofnon-assessable and, and are not subject to preemptive rights or rights rights, and issued in compliance with all applicable state and federal laws concerning the issuance of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is boundsecurities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) of the Parent. There are no outstanding securities, options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind to which any Acquiring Party Parent is a party or by which it any of them is bound obligating such Acquiring Party Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other securities of Parent or any of its 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, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such security, option, warrant, call, right, commitment commitment, agreement, arrangement or Contractundertaking. There are no Contracts relating to votingoutstanding contractual obligations, purchase commitments, understandings or sale arrangements of Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) subsidiaries to SFX’s Knowledgerepurchase, between redeem or among otherwise acquire or make any payment in respect of any shares of capital stock or other Securities of Parent or any of Parent’s stockholdersits subsidiaries.

Capital Structure. The authorized capital stock of Parent THK consists of (ia) 300,000,000 100,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent THK Common Stock and (iib) 100,000,000 5,000,000 shares of preferred stock“blank check” Preferred Stock, par value $0.001 per share, 500,000 shares of which there have been designated “Series One Preferred Stock” (“THK Preferred Stock”). As of February 1, 2006: (1) 41,402,656 shares of THK Common Stock were issued and outstanding as of the close of business on the date hereofoutstanding, (2) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the THK Preferred Stock were issued or outstanding, (3) 2,500,000 shares of Parent THK Common Stock were held in the treasury of THK, and other securities exercisable (4) 12,144,246 shares of THK Common Stock were duly reserved for future issuance pursuant to warrants or convertible into capital stock options issued or granted by THK. All outstanding shares of Parent that will THK Common Stock are, and all shares of THK Common Stock to be outstanding immediately following issued in connection with the consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action andAgreement will be, when issued and delivered against payment therefor in accordance with the terms of this Agreementhereof, the shares of Parent Common Stock comprising the Stock Consideration will be duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. Other than There are no bonds, debentures, notes or other indebtedness of THK having the right to vote (or convert into securities having the right to vote) on any matters on which stockholders of THK may vote. Except as set forth in this Agreement and as set forth described on Schedule 4.2 of the SFX Disclosure Schedule5.2(a) hereof, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorizedsecurities, validly issued, fully paid and nonassessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is a party or by which it is bound. There are no other options, warrants, calls, rights, commitments commitments, agreements, arrangements or Contracts undertakings of any character kind (contingent or otherwise) to which any Acquiring Party THK is a party or by which it is bound obligating such Acquiring Party THK to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other voting securities of Parent THK or obligating Parent THK to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment commitment, agreement, arrangement or Contractundertaking. There are no Contracts relating Except as set forth on Schedule 5.2(b), neither THK nor Litmus Acquisition Sub is subject to votingany obligation or requirement to provide funds for, purchase or sale to make any investment (in the form of Parent a loan or capital contribution) to, or in, any Person. All of the issued and outstanding shares of THK Common Stock (i) between or among Parent were issued in compliance with all applicable federal and any of its stockholders and (ii) to SFX’s Knowledge, between or among any of Parent’s stockholdersstate securities laws.

Capital Structure. The authorized capital stock of the Parent consists of Four Billion (i4,000,000,000) 300,000,000 shares of Parent Common Stockcommon stock, of which there were issued par value $0.001 per share, and outstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and Twenty Million (ii20,000,000) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were (i) [___] shares of Parent Stock referenced on the SEC Reports are issued and outstanding as of the close of business on the date hereof, (ii) no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the Preferred Stock are outstanding, and (iii) no shares of Parent Common Stock and other securities exercisable or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for or convertible into capital stock the purchase of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The [____] shares of Parent Common Stock comprising common stock and stock options for the Stock Consideration have been duly authorized by all necessary corporate action and, when issued and delivered against payment therefor in accordance with the terms purchase of this Agreement, the [____] shares of Parent Common Stock comprising the Stock Consideration will be validly issuedcommon stock, fully paid and non-assessableoutstanding. Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the SFX Disclosure Schedule, there are no No other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or other voting securities of the Parent after the date hereofare issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent Common Stock are are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights issued in violation of any purchase option, call option, right of first refusal created by statuterefusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the charterParent Charter, bylaws or equivalent organizational documents of an the Parent Bylaws or any agreement Contract to which any Acquiring Party the Parent is a party or by which it is otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, rights, commitments convertible or Contracts exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any character kind to which any Acquiring Party the Parent is a party or by which it is bound (i) obligating such Acquiring Party the Parent to issue, transfer, deliver, deliver or sell, repurchase or redeem, or cause to be issued, transferred, delivered, delivered or sold, repurchased or redeemed, any additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend extend or enter into any such option, warrant, call, right, commitment security, commitment, Contract, arrangement or Contractundertaking 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 are Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule, 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. Prior to the Transactions, no Contracts relating securities of the Parent have been issued to voting, purchase any Person since the last filed SEC Report and prior to or sale immediately following the closing of the Transactions the Parent Common Stock (i) between or among Parent and any of its stockholders and (ii) intends to SFX’s Knowledge, between or among any of Parent’s stockholdersundertake the Reverse Split.