Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million (50,000,000) shares of Company Common Stock, no par value, of which 11,064,998 shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock. (b) Except as provided in Schedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock As of the date hereof: (i) the authorized Company Capital Stock consists solely of fifty million (50,000,000) 250,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock, (ii) a total of 28,696,028 shares of Company Common Stock and no par value, shares of which 11,064,998 shares Company Preferred Stock are issued and outstanding as outstanding, and (iii) 15,686,915 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants. As of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) Company has reserved an additional 3,000,000 shares of blank check preferred stockCompany Common Stock for issuance to employees, no par value (“non-employee directors and consultants pursuant to the Company Preferred Stock”)Equity Plans, of which zero 2,208,234 shares are subject to outstanding and unexercised Company Options, and 791,766 shares remain available for issuance under the Company Equity Plans. (b) Other than the Company Options and Company Warrants, (A) there are no existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) issued or granted by the Company or the Company Subsidiaries or Contracts to which the Company, any Company Subsidiaries, any Company Stockholder, and outstanding as Company Subsidiary Stockholder or holder of Company Options or Company Warrants, is a party requiring, and there are no securities of the date Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of this Agreementany additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Capital Stock or other equity securities of the Company, (B) there are no obligations, contingent or otherwise, of the Company or Company Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (2) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person, (C) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company and (D) there are no stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or Contracts under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (c) There are no bonds, debentures, notes or other Debt of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the Company Stockholders may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company, or any holder of Company Warrants or Company Options is a party or is bound with respect to the voting or consent of any shares of Company Capital Stock. (d) All of the outstanding shares of Company Common Capital Stock and Company Subsidiaries capital stock and other securities (including Company Options, and Company Warrants) of the Company have been duly authorized and validly issued, and are fully paid and non-assessable nonassessable, are not subject to any preemptive rights, purchase options, call options, rights of first refusal or similar rights or any other Liens and have been issued and granted in all material respects in compliance with (i) all applicable securities laws Laws and other applicable Legal RequirementsLaws; and (ii) all requirements set forth in applicable Contracts in all material respects. (e) Part 2.3(e) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date of this Agreement, of all holders of Company Warrants, Company Options and all rights set forth in Part 2.3(a) of the Company Disclosure Schedule. The Company has made available to Parent a true and complete copy of all instruments related to all such rights. (f) All outstanding Company Options have been granted under the Company Equity Plans. The Company has made available to Parent true and complete copies of the Company Equity Plans and the forms of all stock option agreements and grant notices evidencing such Company Options. Part 2.3(f) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date of this Agreement of (i) the name and country of residence (if outside of the U.S.) of the holder of the Company Options, (ii) the number of shares of the Company Common Stock subject to such Company Options, (iii) the vesting schedule of such Company Option, including the number of vested and unvested shares as of the date of this Agreement and any acceleration provisions, (iv) the grant date of such Company Option, (v) the exercise price of such Company Option, (vi) the expiration date of such Company Option, (vii) whether early exercise is permitted with respect to such Company Option, (viii) whether such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, and (ix) whether the holder is a current or former employee or service provider of the Company. No Person vesting of Company Options will accelerate in connection with the consummation of the Contemplated Transactions. No Company Option is or has been a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code. The treatment of the Company Options that have been granted under the Company Equity Plans as provided in this Agreement is permitted pursuant to the terms of the Company Equity Plans, and as of the First Effective Time, no former holder of a Company Option will have rights with respect to such Company Option (other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares rights contemplated by Section 1.6(a) (Treatment of Company Common Stock. (b) Except as provided in Schedule 2.3(bWarrants and Company Options), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of fifty million one thousand (50,000,0001,000) shares of Company Common Stock, Stock (no par value, of which 11,064,998 shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero fifty-one (51) shares are have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and have been issued complete description of the terms of each repurchase option which is held by the Company and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control which any of such shares of Company Common Stockis subject. (bB) Except as provided set forth in Schedule 2.3(b)PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the CompanyCompany or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the CompanyCompany or the Subsidiary; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company or the Subsidiary. (each such right described C) Except as set forth in clauses PART 2.3(C) of the Disclosure Schedule there is no: (i) through outstanding subscription, option, call, warrant or right (iv), a “Company Derivative Security”). (cwhether or not currently exercisable) The Company has never repurchased, redeemed or otherwise reacquired to acquire any shares of Company Common Stock the capital stock or other securities of the Company.Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

Capitalization, Etc. (a) The authorized capital stock of the Company consists of (i) fifty million (50,000,000) shares of Company Common Stock, no par value, of which 11,064,998 17,177,066 shares are presently issued and outstanding as of the date of this Agreement, 3,025,491 (including 5,447,194 shares are issuable upon issued pursuant to the conversion of certain outstanding notes upon immediately prior to the closing of the Merger, Merger and up 1,267,000 shares issued immediately prior to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(aMerger pursuant to the Company’s private placement), and (ii) five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock. (b) Except as provided in Schedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million one hundred thousand (50,000,000100,000) shares of Company Common Stock, no $0.01 par valuevalue per share, of which 11,064,998 one hundred thousand (100,000) shares are have been issued and are outstanding as of the date of this Agreement, 3,025,491 shares Agreement and are issuable upon held by the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, Stockholders as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders Stockholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock and there is no Encumbrance on the Company Common Stock. (bi) Except as provided in Schedule 2.3(b), there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative SecurityOption”). (cii) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company. (b) The outstanding capital of Interests consists of one thousand (1,000) units (the “Interests Units”). All of the outstanding Interests Units have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. There are no repurchase options held by any Person with respect to the Interests Units. No Person other than the Company owns, directly or indirectly, or has the right to vote or control any Interests Units and there is no Encumbrance on the Interests Units except as set forth on Schedule 2.3(b). (i) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Interests Units or other securities of Interests; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any Interests Units or other securities of Interests; (iii) Contract under which Interests is or may become obligated to sell or otherwise issue any Interests Units or any other securities of Interests; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Interests Units or other securities of Interests. (ii) Except as set forth in Schedule 2.3(b)(ii), Interests has never repurchased, redeemed or otherwise reacquired any Interests Units or other securities of Interests. Any securities so reacquired by Interests were reacquired in compliance with the applicable provisions of the DGCL and all other applicable Legal Requirements. (c) The outstanding capital of SkyMall consists of one hundred (100) units (the “SkyMall Units”). All of the outstanding SkyMall Units have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. There are no repurchase options held by any Person with respect to the SkyMall Units. No Person other than Interests owns, directly or indirectly, or has the right to vote or control any SkyMall Units and there is no Encumbrance on the SkyMall Units except as set forth on Schedule 2.3(c). (i) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any SkyMall Units or other securities of SkyMall; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any SkyMall Units or other securities of SkyMall; (iii) Contract under which SkyMall is or may become obligated to sell or otherwise issue any SkyMall Units or any other securities of SkyMall; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any SkyMall Units or other securities of SkyMall. (ii) Except as set forth in Schedule 2.3(c)(ii), SkyMall has never repurchased, redeemed or otherwise reacquired any SkyMall Units or other securities of SkyMall. Any securities so reacquired by SkyMall were reacquired in compliance with the applicable provisions of the DGCL and all other applicable Legal Requirements. (d) The outstanding capital of Ventures consists of one hundred (100) units (the “Ventures Units”). All of the outstanding Ventures Units have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. There are no repurchase options held by any Person with respect to the Ventures Units. No Person other than SkyMall owns, directly or indirectly, or has the right to vote or control any Venture Units and there is no Encumbrance on the Ventures Units except as set forth on Schedule 2.3(d). (i) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Ventures Units or other securities of Ventures; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any Ventures Units or other securities of Ventures; (iii) Contract under which Ventures is or may become obligated to sell or otherwise issue any Ventures Units or any other securities of Ventures; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Ventures Units or other securities of Ventures. (ii) Except as set forth in Schedule 2.3(d)(ii), Ventures has never repurchased, redeemed or otherwise reacquired any Ventures Unit or other securities of Ventures. Any securities so reacquired by Ventures were reacquired in compliance with the applicable provisions of the NRS and all other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million of: (50,000,000i) 100,000,000 shares of Company Common Stockcommon stock, no par valuevalue $0.0001 per share, of which 11,064,998 3,000,000 shares are have been issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, outstanding; and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000ii) 10,000,000 shares of blank check preferred stock, no par value (“Company Preferred Stock”)$0.0001 per share, of which zero shares none are issued and outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock the Company’s capital stock have been duly authorized and validly issued, issued and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirementsnonassessable. No Person other than All of the Shareholders owns, directly or indirectly, or has the right to vote or control any outstanding shares of Company Common Stock. (b) Except as provided in Schedule 2.3(b)the Company’s capital stock and all of the outstanding subscriptions, there is no: (i) outstanding subscriptionoptions, optioncalls, call, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company Common Stock have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Corporate Documents and Company Contracts. Except with respect to the proposed Repurchase, no shares of the Company capital stock are subject to a repurchase option in favor of the Company. (b) There are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company; (ii) outstanding securitysecurities, instrument notes, instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of Company Common Stock the Company’s capital stock or other securities of the Company; (iii) Contract outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Contracts (other than the Transaction Documents and documents relating to the Private Placement) under which the Company is or may become obligated to sell sell, transfer, exchange or otherwise issue any shares of Company Common Stock the Company’s capital stock or any other securities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of the Company; or (ivvi) condition conditions or circumstance circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock the Company’s capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Company. (c) The Company has never repurchased, redeemed or otherwise reacquired does not have any shares of Company Common Stock stock option plans or other securities of the Companystock or equity related plans.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of fifty million of: (50,000,000i) 35,000,000 shares of Company Common Stock, no par value, of which 11,064,998 8,242,531 shares are have been issued and are outstanding as of May 1, 1999 (which amount does not materially differ from the number of shares outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, ); and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000ii) 5,000,000 shares of blank check preferred stockPreferred Stock, no $0.01 par value (“Company Preferred Stock”)per share, of which zero no shares have been issued or are issued and outstanding as outstanding. The Company does not hold any shares of the date of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable nonassessable, and have been were issued and granted in material compliance with all applicable Federal and state securities laws and other applicable Legal RequirementsRequirements and all requirements set forth in applicable Contracts. No Person other than None of the Shareholders ownsoutstanding shares of Company Common Stock is entitled or subject to any preemptive right, directly right of participation, right of maintenance or indirectlyany similar right; and (ii) there is no Company Contract relating to the voting or registration of, or has the restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right to vote or control with respect to), any shares of Company Common Stock. . Upon consummation of the Merger, (bA) Except as provided in Schedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any the shares of Company Parent Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable issued in exchange for any shares of Company Common Stock or other securities of the Company; (iii) that are subject to a Contract under pursuant to which the Company is or may become obligated has the right to sell repurchase, redeem or otherwise issue reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other securities of Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company; 's rights and remedies under such Contract. The Company is not under any obligation, or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim is bound by any Person Contract pursuant to the effect that such Person is entitled which it may become obligated, to repurchase, redeem or otherwise acquire or receive any outstanding shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Stock. (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty One million (50,000,0001,000,000) shares of Company Common Stock, no $1.00 par valuevalue per share, of which 11,064,998 Seven hundred seventy-three and sixty-six one hundredths (773.66) shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares Agreement and are issuable upon held by the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, Stockholders as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders Stockholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock and there is no Encumbrance on the Company Common Stock. (b) Except as provided in Schedule 2.3(b), there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative SecurityOption”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company ETI consists of fifty million (50,000,000) 8,000 shares of Company Common Stock, no par value, of which 11,064,998 shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred common stock, no par value (“Company Preferred Stock”), of which zero 200 shares are have been issued and outstanding as are outstanding. There are no shares of capital stock held in ETI's treasury. Part 2.3(a) of the date Disclosure Schedule sets forth the names of this AgreementETI's shareholders and the number of shares of ETI common stock owned of record by each of such shareholders. All of the outstanding shares of Company Common Stock ETI common stock have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and have been issued and granted none of such shares is subject to any repurchase option or restriction on transfer, except for restrictions set forth in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than Section 8.1 of the Shareholders owns, directly or indirectly, or has the right to vote or control any shares Bylaws of Company Common StockETI. (b) Except as provided in Schedule 2.3(b), there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of Company Common Stock the capital stock or other securities of the CompanyETI; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the CompanyETI; (iii) Contract under which the Company ETI is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such ETI. ETI has never issued or granted any option, call, warrant or right described in clauses (i) through (iv)to acquire, a “Company Derivative Security”)or otherwise relating to, any shares of its capital stock or other securities. (c) The Company All outstanding shares of ETI Common Stock have been issued in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) ETI has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities of the Companysecurities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million of: (50,000,000i) 5,000,000 shares of Company Common Stock, no $0.01, par value, of which 11,064,998 1,597,130 shares are have been issued and are outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, ; and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000ii) 621,801 shares of blank check preferred stock, no Preferred Stock (with $.01 par value (“Company Preferred Stock”per share), of which zero shares are issued 521,801 have been designated "SERIES A PREFERRED STOCK" and outstanding as 100,000 have been designated "SERIES B PREFERRED STOCK." As of the date of this AgreementAgreement there are issued and outstanding 521,801 shares of Series A Preferred Stock and 100,000 shares of Series B Preferred Stock. Each outstanding share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable and assessable. As of immediately prior to the Closing there shall be no Company stock option (including the Company Options which shall have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirementsconverted into capital stock of the Company or cancelled), warrant, convertible or contingent security whatsoever outstanding. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock. (b) Except as provided set forth in Schedule 2.3(b)Part 2.3 of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable, vested or unvested) to acquire any shares of Company Common Stock the capital stock or other securities of the CompanyCompany ("COMPANY OPTION"); (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) to the best of the knowledge of the Company and the Designated Shareholders, a condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company ABAS consists of fifty million (50,000,000) 10,000 shares of Company Common Stock, no par valuecommon stock, of which 11,064,998 3,000 shares are have been issued and outstanding as are outstanding. The authorized capital stock of the date TPA consists of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) 1,000 shares of blank check preferred common stock, no par value (“Company Preferred Stock”), of which zero 300 shares are have been issued and outstanding as are outstanding. There are no shares of capital stock held in the Companies' treasury. Part 2.3(a) of the date Disclosure Schedule sets forth the names of this Agreementthe Companies' shareholders and the number of shares of the Companies Common Stock owned of record by each of such shareholders. All of the outstanding shares of Company the Companies Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and have been issued none of such shares is subject to any repurchase option or restriction on transfer except as provided in that certain Shareholders Agreement dated December 22, 1993 (the "Shareholders Agreement"), by and granted in material compliance with all applicable securities laws among ABAS and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common StockShareholders. (b) Except as provided in Schedule 2.3(b), there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of Company Common Stock the capital stock or other securities of either of the CompanyCompanies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of either of the CompanyCompanies; (iii) Contract under which either of the Company Companies is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of either of the Company (each such Companies. Except as set forth in Part 2.3(c) of the Disclosure Schedule, neither of the Companies has never issued or granted any option, call, warrant or right described in clauses (i) through (iv)to acquire, a “Company Derivative Security”)or otherwise relating to, any shares of its capital stock or other securities. (c) The Company All outstanding shares of the Companies Common Stock have been issued in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(e) of the Disclosure Schedule, neither of the Companies has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities. All securities so reacquired by either of the CompanyCompanies were reacquired in compliance with (i) the applicable provisions of the Illinois Business Corporation Act and all other applicable Legal Requirements, and (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (ai) The authorized capital stock of the Company consists of fifty million (50,000,000A) 50,000,000 shares of Company Common Stock, no of which 11,335,418 shares are validly issued and outstanding, fully paid and nonassessable and (B) 1,000,000 shares of preferred stock, $.001 par value, of which 11,064,998 there are no shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreementoutstanding. All None of the outstanding capital stock of the Company, IT and each of their respective Subsidiaries is subject to, nor was it issued in violation of, any preemptive rights of stockholders or any right of first refusal or other similar right in favor of any person. Except as set forth in Schedule 11 hereto and except for the Warrants, (1) no subscription, warrant, option, convertible security or other right (contingent or other) to purchase any shares of Company capital stock of the Company, IT or any of their respective Subsidiaries is authorized or outstanding, (2) there is not any commitment to issue any shares, warrants, options or other such rights or to distribute to holders of any class of capital stock of the Company, IT or any of their respective Subsidiaries, in respect thereof, any evidences of indebtedness or assets and (3) neither the Company, IT nor any of their respective Subsidiaries has any obligation (contingent or other) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. (ii) The shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued and delivered in accordance with the Warrants, will be validly issuedissued and outstanding, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any nonassessable shares of Company Common Stock. (b) Except as provided in Schedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty of: (i) one million (50,000,0001,000,000) shares of Company Common Stock, no par value, of which 11,064,998 three hundred thousand (300,000) shares have been issued and are outstanding. Lynn ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Davi▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇spectively, own 187,500 and 112,500 shares of the outstanding Company Common Stock, representing all of the issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Common Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person none of such shares is subject to any repurchase option or restriction on transfer (other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares restrictions on transfer imposed by virtue of Company Common Stockapplicable federal and state securities laws). (b) Except as provided in Schedule 2.3(b), there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of Company Common Stock the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”). (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities of the Company. (c) The Shareholders together own, beneficially and of record, and have good, valid and marketable title to the shares of Company Common Stock. All of the shares of Company Common Stock are owned by the Shareholders free and clear of any Encumbrances. The Shareholders have full and unrestricted right and power to sell and deliver the Company Common Stock pursuant to the provisions of this Agreement without the consent or approval of any other person.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of fifty million (50,000,000) shares of Company Common StockGBP£3,361.86 divided into 136,186 A Shares, no par value100,000 B Shares and 100,000 Deferred Shares, of which 11,064,998 shares are issued and outstanding as of GBP£0.01 each (the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred StockOrdinary Shares”), of which zero shares are 130,000 A Shares and 70,000 B Shares have been issued and outstanding as of the date of this Agreement. All None of the outstanding shares of issued Company Common Stock Ordinary Shares are being held by the Company. All the issued Company Ordinary Shares have been duly authorized and validly issued, and are fully paid and non-assessable and were not issued in violation of any preemptive or other similar rights. All issued Company Ordinary Shares have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in the Company Constituent Documents and applicable Contracts. No Person other than The record and beneficial owners of the Shareholders owns, directly or indirectly, or has Shares are set forth on Part 2.3(a) of the right to vote or control any shares of Company Common StockDisclosure Schedule. (b) As of Closing, there are no issued warrants, options or other rights whether exercisable now or at a future date and whether contingent or not to purchase or convert any security into Company Ordinary Shares. (c) Except as provided set forth above in Schedule 2.3(b)this Article 2.3, as of the date of this Agreement, there is no: no (i) issued share capital or other voting securities of the Company; (ii) outstanding subscriptionsecurities, optioninstruments or obligations that are or may become convertible into or exchangeable or exercisable for any share capital or other securities of the Company; (iii) outstanding subscriptions, calloptions, warrant calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of Company Common Stock share capital or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock or any other securities of the Company; or (iv) condition commitments or circumstance that may give rise agreements to which the Company is a party or provide a basis for by which it is bound, obligating the assertion Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, any share capital or other securities of a claim by the Company, or obligating the Company to enter into any Person to the effect that such Person is entitled commitment or agreement or grant or extend any subscription, option, warrant, call or right to acquire any share capital of, or receive any shares of Company Common Stock securities that are convertible into or exchangeable or exercisable for any share capital of, or other securities of the Company (each such right described in clauses (i) through (iv)) of this Article 2.3(c) above, a collectively “Company Derivative SecurityRights”). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote on, or veto, any actions by the Company). (cd) The Since January 1, 2005, the Company has never not repurchased, redeemed or otherwise reacquired any shares of Company Common Stock share capital or other securities of the CompanyCompany other than pursuant to share purchase agreements or option agreements providing for the repurchase of such securities at the original issuance price of such securities. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Companies A▇▇ ▇▇▇▇ and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable subscription and shareholders’ agreements and other applicable Contracts. (e) Since January 1, 2005, the Company has not given any financial assistance in contravention of Section 151 of the Companies A▇▇ ▇▇▇▇.

Capitalization, Etc. (a) The authorized capital stock of the Company Exousia consists of fifty million of: (50,000,000i) 50,000,000 shares of Company Common common stock, par value $.001. 5,000,000 shares of Preferred Stock, no par value, of which 11,064,998 value $.001. 24,899,245 shares are have been issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. No additional shares have or will be issued by Exousia prior to the Closing Date. No preferred stock has been issued. (ii) CYLW will acquire at the Closing, good and valid title to the Exchanged Shares free and clear of any Encumbrances. All of such Shares are owned by the Selling Shareholders in the amounts indicated on the Schedule of Shareholders attached as Part 3.3(a) and are being sold to CYLW hereunder. (b) All of the outstanding shares of Company Common Stock Exchanged Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable assessable, (iii) were issued in compliance with any applicable preemptive or similar rights and (iv) have been issued and granted in material full compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common StockRequirements and in compliance with all applicable Contracts. (bc) Except as provided set forth in Schedule 2.3(b)Part 3.3 of the Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; Exousia; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of Exousia other than the Company; conversion rights of the debenture holders as described above; (iii) Contract Contracts under which the Company Exousia is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Exousia. (cd) The Company Except as set forth in Part 3.3 of the Disclosure Schedule, Exousia has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities. All securities so reacquired by Exousia, if any, were reacquired in full compliance with the applicable provisions of the Companyapplicable state and Federal securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million (50,000,000i) 10,000,000 shares of Common Stock, of which 5,348,500 shares have been issued and are outstanding, (ii) 2,000,000 shares of Series A Preferred Stock, of which 158,335 shares have been issued and are outstanding, (iii) 1,500,000 shares of Series B Preferred Stock, of which 603,380 shares have been issued and are outstanding. There are no shares of capital stock held in the Company's treasury. Part 2.3(a) of the Disclosure Schedule sets forth the names of the Company's shareholders and the number of shares of Company Common Stock, no par value, Capital Stock owned of which 11,064,998 shares are issued and outstanding as record by each of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreementsuch shareholders. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person none of such shares is subject to any repurchase option or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). As of the Shareholders ownsdate hereof, directly or indirectly, or has SST is acquiring good and valid title to all of the right to vote or control any outstanding shares of Company Common StockCapital Stock free and clear of any Encumbrances. (b) Except as provided in set forth on Part 2.3(b) of the Disclosure Schedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of Company Common Stock the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company. The Company's 1996 Stock Option Plan has been terminated and all rights to receive Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Capital Stock thereunder have been exercised or terminated if not previously exercised. (c) The All outstanding shares of Company has never Capital Stock have been issued in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Any shares of capital stock or other securities repurchased, redeemed or otherwise reacquired any shares of by the Company Common Stock or other securities were validly reacquired in compliance with (i) the applicable provisions of the CompanyCalifornia General Corporation Law and all other applicable Legal Requirements, and (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million of: (50,000,000i) 1,135,566,607 shares of Company Common Stockcommon stock, no without par value, of which 11,064,998 236,909,792 shares are have been issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, outstanding; and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) 528,741,516 shares of blank check Series III preferred stock, no par value (“Company Preferred Stock”)$0.0001 per shares; and 156,510,158 shares of Series IV preferred stock, par value $0.0001 per share, of which zero all of the shares are have been issued and outstanding as outstanding; and (ii) The Stockholders have valid title to the Shares free and clear of any Encumbrances. The Shares are owned by the Stockholders in accordance with Schedule 2.3 of the date of this Agreement. Disclosure Schedule. (b) All of the outstanding shares of Company Common Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable assessable, and (iii) have been issued and granted in material full compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock. (bc) Except as provided in set forth on Schedule 2.3(b)2.3 hereof, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; ; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; ; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Company. (cd) The Except as set forth in Schedule 2.3 of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities. All securities so reacquired by the Company were reacquired in full compliance with the applicable provisions of the CompanyDelaware General Corporation Law and with all other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million of: (50,000,000i) shares of Company Common Stock, no par value200,000,000 Shares, of which 11,064,998 shares are 32,066,998 Shares were issued and outstanding as of the date close of this Agreementbusiness on May 4, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, 2015 and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000ii) 25,000,000 shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero no shares are were issued and outstanding as of the date close of this Agreementbusiness on May 4, 2015. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stocknonassessable. (b) Except as provided set forth in Schedule 2.3(b), there is no: Part 3.3(b) of the Company Disclosure Letter (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock or other securities none of the Companyoutstanding Shares is entitled or subject to, or has been issued in violation of, any preemptive right, antidilutive right, vesting condition, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding security, instrument or obligation that Shares is or may become convertible into or exchangeable for subject to any shares right of Company Common Stock or other securities first refusal in favor of the Company; (iii) Contract under there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company is or may become obligated have a right to sell or otherwise issue any shares of Company Common Stock vote; (iv) there are no stockholder agreements, proxies, voting trusts or any other securities Company Contracts relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Company; Acquired Corporations is under any obligation, or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim is bound by any Person Contract pursuant to the effect that such Person is entitled which it may become obligated, to repurchase, redeem or otherwise acquire or receive any shares of Company Common Stock outstanding Shares or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)securities. (c) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company Digitrans consists of fifty million (50,000,000) 1,000 shares of Company Common Stock, no common stock having a par valuevalue of $1.00 per share, of which 11,064,998 1,000 shares are (constituting all of the Shares) have been issued and outstanding as are outstanding. The Selling Shareholder owns all of the date Shares beneficially and of this Agreementrecord. (b) The Selling Shareholder has, 3,025,491 shares are issuable upon and the conversion Purchaser will acquire at the Closing, good and valid title to the Shares free and clear of certain outstanding notes upon any Encumbrances. The Selling Shareholder has delivered to the closing Purchaser an accurate and complete copy of the Merger, and up to 3,500,000 shares are issuable upon stock certificate evidencing the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand Shares. (500,000c) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessable and nonassessable. (d) All of the Shares have been issued and granted in material full compliance with all applicable securities laws and, to the Knowledge of Digitrans, the Selling Shareholder and ▇▇▇▇▇▇, all other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common StockRequirements and (ii) all requirements set forth in applicable Digitrans Contracts. (be) Except as provided set forth in Schedule 2.3(b)Part 2.3 of the Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; Digitrans; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; Digitrans; (iii) Digitrans Contract under which the Company Digitrans is or may is reasonably likely to become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or or (iv) to the Knowledge of Digitrans, the Selling Shareholder and ▇▇▇▇▇▇, condition or circumstance that may is reasonably likely to directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Digitrans. (cf) The Company Digitrans has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities of the Companysecurities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of fifty million of: (50,000,000i) 6,000,000 shares of Company Common Stock, no Stock ($.001 par value), of which 11,064,998 2,993,250 shares are have been issued and are outstanding as of the date of this Agreement, 3,025,491 ; and (ii) 1,500,000 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(aPreferred Stock ($.001 par value), and five hundred thousand (500,000) shares all of blank check preferred stock, no par value (“Company which have been designated "Series A Preferred Stock”), ," all of which zero shares are have been issued and are outstanding as of the date of this Agreement. Each outstanding share of Series A Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock and Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable non- assessable. (b) The Company has reserved 1,350,000 shares of Company Common Stock for issuance under its 1996 Stock Option Plan, and have been issued and has granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right options to vote or control any purchase 642,000 shares of Company Common Stock. , pursuant to the option agreements listed in Part 2.3 of the Disclosure Schedule (b) Except true and correct copies of which have been made available to Parent). Options to purchase 548,750 shares of Company Common Stock are outstanding as provided in Schedule 2.3(b), there of the date of this Agreement and options to purchase 93,250 shares of Company Common Stock have been exercised as of the date of this Agreement. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Company. (c) All outstanding shares of Company Common Stock and Series A Preferred Stock, and all outstanding Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Material Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Material Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company IPSA consists of fifty million (50,000,000) 1,000,000 shares of Company Series A Voting Common Stock, no par valuevalue $0.001 per share, of which 11,064,998 70,000 shares are (the “Series A Shares”) have been issued and are outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) 1,000,000,000 shares of blank check preferred stockSeries B Nonvoting Common Stock, no par value (“Company Preferred Stock”)$0.001 per share, of which zero 7,585,000 shares are (the “Series B Shares,” and together with the Series A Shares, the “Shares”) have been issued and are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable assessable, and (iii) have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stock. (b) The Shares constitute 100% of the issued and outstanding capital stock of IPSA. Except as provided in set forth on Schedule 2.3(b)) annexed hereto, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock capital stock or other securities of the Company; IPSA; (ii) outstanding security, instrument or obligation that is or may become convertible into into, exercisable for or exchangeable for any shares of Company Common Stock capital stock or other securities of the Company; IPSA; (iii) Contract under which the Company IPSA is or may become obligated to sell or otherwise issue any shares of Company Common Stock capital stock or any other securities of the Company; IPSA, or stock appreciation or phantom stock rights; (iv) to IPSA’s knowledge, condition or circumstance that may is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of IPSA; or (v) agreement relating to the Company (each such right described voting of shares of capital stock or other securities of IPSA that will be in clauses (i) through (iv), a “Company Derivative Security”)effect immediately after the Closing. (c) The Company has never repurchasedIPSA is under no obligation to repurchase, redeemed redeem or otherwise reacquired any reacquire shares of Company Common Stock capital stock or other securities of the CompanyIPSA.

Capitalization, Etc. (a) The Immediately prior to the Closing, the authorized capital stock of the Company consists shall consist of fifty million 1,000,000 shares of common stock, without par value (50,000,000) "Company Common Stock"), of which 722,758 shares of Company Common Stock, no par value, of which 11,064,998 shares are Stock shall be issued and outstanding as outstanding, and no other class of capital stock of the date of this Agreement, 3,025,491 shares are issuable upon Company shall be authorized or outstanding. Immediately prior to the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All Closing all of the outstanding shares of Company Common Stock shall have been duly authorized and validly issued, and are shall be fully paid and non-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirementsassessable. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any All shares of the Company's equity securities are subject to a repurchase option that is held by the Company Common Stockpursuant to an Amended Buy-Sell Agreement dated as of October 23, 1998, a copy of which has been previously delivered to Parent. (b) Except Part 2.3 of the Disclosure Schedule accurately sets forth each of the record and beneficial holders of the outstanding capital stock of the Company, including without limitation the name, address and number of shares of each, as provided in Schedule 2.3(b)of the time immediately prior to the Closing. As of the time immediately prior to the Closing, there is shall be no: (i) outstanding Company Option; (ii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; (iiiii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; (iiiiv) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities; (v) Contract under which the Company is or may become obligated to, or have the right to, repurchase any shares of the capital stock or other securities of the Company; or (ivvi) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person has, or is entitled to acquire or receive receive, any shares of capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock or other securities of the Company (each such right described have been issued and granted in clauses compliance with (i) through all applicable securities laws and other applicable Legal Requirements, and (iv), a “Company Derivative Security”)ii) all requirements set forth in applicable Contracts. (cd) The Company has never not, in the five years prior to the date of this Agreement, repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company MS consists of fifty million of: (50,000,000i) 2,500,000 shares of Company Class A Common Stock, Stock having no par value and 250,000 shares of Class B Common Stock having no par value, of which 11,064,998 1,173,543 shares are of the Class A Common Stock and 58,677 of the Class B Common Stock (the aggregate of such shares constituting all of the Shares) have been issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Mergeroutstanding; and (ii) The Selling Shareholders have, and up the Purchaser will acquire at the Closing, good and valid title to 3,500,000 shares are issuable upon the closing Shares free and clear of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreementany Encumbrances. All of such Shares are owned by the outstanding shares Selling Shareholders in the amounts indicated on the Schedule of Company Common Stock Shareholders and are being sold to the Purchaser hereunder. (b) All of the Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable assessable, (iii) were issued in compliance with any applicable preemptive or similar rights and (iv) have been issued and granted in material full compliance with all applicable securities laws and other applicable Legal RequirementsRequirements and in compliance with all applicable Contracts. No Person other than The Selling Shareholders have delivered to the Shareholders owns, directly or indirectly, or has Purchaser accurate and complete copies of the right to vote or control any shares of Company Common Stockstock certificates evidencing the Shares. (bc) Except as provided set forth in Schedule 2.3(b)Part 2.3 of the Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; MS; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; MS; (iii) Contract under which the Company MS is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)MS. (cd) The Company Except as set forth in Part 2.3 of the Disclosure Schedule, MS has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities. All securities of so reacquired by MS were reacquired in full compliance with the Company.applicable

Capitalization, Etc. (a) The authorized capital stock of the Company MS consists of fifty million of: (50,000,000i) 2,500,000 shares of Company Class A Common Stock, Stock having no par value and 250,000 shares of Class B Common Stock having no par value, of which 11,064,998 1,173,543 shares are of the Class A Common Stock and 58,677 of the Class B Common Stock (the aggregate of such shares constituting all of the Shares) have been issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Mergeroutstanding; and (ii) The Selling Shareholders have, and up the Purchaser will acquire at the Closing, good and valid title to 3,500,000 shares are issuable upon the closing Shares free and clear of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreementany Encumbrances. All of such Shares are owned by the outstanding shares Selling Shareholders in the amounts indicated on the Schedule of Company Common Stock Shareholders and are being sold to the Purchaser hereunder. (b) All of the Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable assessable, (iii) were issued in compliance with any applicable preemptive or similar rights and (iv) have been issued and granted in material full compliance with all applicable securities laws and other applicable Legal RequirementsRequirements and in compliance with all applicable Contracts. No Person other than The Selling Shareholders have delivered to the Shareholders owns, directly or indirectly, or has Purchaser accurate and complete copies of the right to vote or control any shares of Company Common Stockstock certificates evidencing the Shares. (bc) Except as provided set forth in Schedule 2.3(b)Part 2.3 of the Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; MS; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; MS; (iii) Contract under which the Company MS is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)MS. (cd) The Company Except as set forth in Part 2.3 of the Disclosure Schedule, MS has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities. All securities so reacquired by MS were reacquired in full compliance with the applicable provisions of the CompanyCalifornia General Corporation Law and with all other applicable Legal Requirements.

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock of the Company consists of fifty million (50,000,000i) 20,000,000 shares of Company Common Stock, no par value, of which 11,064,998 5,700,000 shares are issued and outstanding and (ii) 3,723,793 shares of Preferred Stock, 320,000 of which are designated as Series A Preferred, all of the date of this Agreement, 3,025,491 shares which are issuable upon the conversion of certain outstanding notes upon the closing of the Mergerissued and outstanding, and up to 3,500,000 shares 2,853,793 of which are issuable upon the closing designated as Series B Preferred Stock, 2,845,975 of the Merger, as provided in Schedule 2.3(a)which are issued and outstanding, and five hundred thousand (500,000) 550,000 of which are designated as Series C Preferred Stock, none of which are issued and outstanding. The Company has reserved an additional 2,189,091 shares of blank check preferred stockCompany Common Stock for issuance under the Stock Plan to employees, no par value (“Company Preferred Stock”)advisory board members, officers or directors of, or consultants to, the Company, of which zero options to acquire 1,683,181 shares are issued and outstanding as of Common Stock have been granted. The Company has reserved an additional 550,000 shares of Series C Preferred Stock for issuance upon exercise of the date of this Agreement. Company Warrant. (b) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and non-assessable and nonassessable, have been issued and granted in material compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the Company. There are no preemptive rights applicable Legal Requirements. No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of Company Common Stockcapital stock of the Company. (bc) Except as provided set forth in Schedule 2.3(b)Section 2.3(a) or Part 2.3(c) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Company; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)Company. (cd) The Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never not repurchased, redeemed or otherwise reacquired any of its shares of Company Common Stock capital stock or other securities. All securities of so reacquired by the CompanyCompany were reacquired in compliance with (i) all applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company IFS consists of fifty million of: (50,000,000i) 500 shares of Company Common Stock, no common stock having a par valuevalue of $0.01 per share, of which 11,064,998 20 shares (constituting all of the Shares) have been issued and are outstanding; and (ii) 500 shares of preferred stock having a par value of $500.00 per share, 150 of which are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Mergeroutstanding. (b) The Selling Stockholder has, and up the Purchaser will acquire at the Closing, good and valid title to 3,500,000 shares are issuable upon the closing Shares free and clear of the Mergerany Encumbrances. The Selling Stockholder owns, as provided in Schedule 2.3(a)beneficially and of record, and five hundred thousand 20 Shares of Common Stock. (500,000c) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which zero shares are issued and outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable assessable, and (iii) have been issued and granted in material full compliance with all applicable securities laws and other applicable Legal Requirements. No Person other than The Selling Stockholder has delivered to the Shareholders owns, directly or indirectly, or has Purchaser accurate and complete copies of the right to vote or control any shares of Company Common Stockstock certificates evidencing the Shares. (bd) Except as provided in Schedule 2.3(b), there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock the capital stock or other securities of the Company; IFS; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Company Common Stock the capital stock or other securities of the Company; IFS; (iii) Contract under which the Company IFS is or may become obligated to sell or otherwise issue any shares of Company Common Stock its capital stock or any other securities of the Companysecurities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Common Stock capital stock or other securities of the Company (each such right described in clauses (i) through (iv), a “Company Derivative Security”)IFS. (ce) The Company Except as set forth in Part 3.2 of the Disclosure Schedule, IFS has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock capital stock or other securities. All securities so reacquired by IFS were reacquired in full compliance with the applicable provisions of the CompanyDelaware General Corporation Law and with all other applicable Legal Requirements.