Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 shares of Common Stock (with $.01 par value), of which 1,301,646 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class A Preferred Stock (with $.01 par value), of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock Company Capital Stock as of the Company date of this Agreement consists of: of (i) 12,000,000 26,300,000 shares of Company Common Stock (with Stock, par value $.01 par value)0.0001 per share, of which 1,301,646 4,912,656 shares have been issued and are outstanding as of the date of this Agreement; , and (ii) 38,254,470 20,132,055 shares of Class A Preferred Stock (with preferred stock, par value $.01 par value)0.0001 per share, of which 38,210,648 (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement; , (iiiy) 5,180,000 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of Class which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock (with $.01 par value), all of which 5,000,000 are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and are outstanding; outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and 4,250,000 shares of Class Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with $.01 par valuerespect to), of which 4,171,846 any shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock or Company Preferred Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. . (b) All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, nonassessable and none are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase option or restriction on transfer, except for the repurchase option rights held by ▇▇▇▇ ▇the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue Each share of applicable federal and state securities lawsCompany Preferred Stock is convertible into one share of Company Common Stock. (bc) Under Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company Stock Plansdoes not have any stock option plan or any other plan, options to purchase 1,483,040 sharesprogram, which number includes 11,230 Class B warrants, are outstanding as agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Part 2.3(bSection 2.6(c) of the Company Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Optionoptionee; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect subject to which such Company Option is immediately exercisableat the time of grant; (iii) the term number of shares of Company Common Stock subject to such Company OptionOption as of the date of this Agreement; (iv) the vesting schedule for exercise price of such Company Option; (v) the exercise price per share of Company Common Stock purchasable under date on which such Company OptionOption was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viviii) whether such Company Option is subject an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to acceleration Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on or before Section 2.6(c) of the Effective Time. Except Company Disclosure Schedule and except as set forth in Part 2.3(bon Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the CompanyCompany or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (ce) All outstanding shares of Company Common Stock, Class A Company Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and other securities of the Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaw, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company Ibex consists of: (i) 12,000,000 ten million (10,000,000) shares of Common Stock (with $.01 no par value), of which 1,301,646 one hundred forty-one thousand sixteen (141,016) shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 five million (5,000,000) shares of Class A Preferred Stock (with $.01 no par value), forty-eight thousand thirty-five (48,035) of which 38,210,648 have been designated "Series A Preferred Stock," of which all of such shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Series A Preferred Stock is convertible into one share of Company Ibex Common Stock. All of the outstanding shares of Company Ibex Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Ibex and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under the Company Ibex has reserved 20,000 shares of Ibex Common Stock Plansfor issuance under its 1992 Stock Option Plan, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 14,731 shares are outstanding as of the date of this Agreement. Part 2.3(b) 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Ibex Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Ibex Option; (ii) the total number of shares of the Company's common stock (the "Company Ibex Common Stock") Stock that is are subject to such Company Ibex Option and the number of shares of Company Ibex Common Stock with respect to which such Company Ibex Option is immediately exercisable; (iii) the date on which such Ibex Option was granted and the term of such Company Ibex Option; (iv) the vesting schedule for such Company Ibex Option; (v) the exercise price per share of Company Ibex Common Stock purchasable under such Company Ibex Option; and (vi) whether such Company Ibex Option is subject to acceleration on or before has been designated an "incentive stock option" as defined in Section 422 of the Effective TimeCode. Except as set forth in Part 2.3(b) 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 the capital stock or other securities of the CompanyIbex; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyIbex; (iii) Contract under which the Company Ibex is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Ibex and the CompanyDesignated Shareholders, 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 capital stock or other securities of the CompanyIbex. (c) All outstanding shares of Company Ibex Common Stock, Class Stock and Series A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company WarrantsIbex 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 Contracts. (d) Except as set forth in Part 2.3(d) 2.3 of the Disclosure Schedule, the Company Ibex has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the CompanyIbex. All securities so reacquired by the Company Ibex were reacquired in compliance with (i) the applicable provisions of the Delaware California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 shares of Common Stock (with $.01 par value)266,500,000 Shares, of which 1,301,646 shares have 131,880,176 Shares had been issued and are were outstanding as of the date close of this Agreementbusiness on May 4, 2023 (the “Capitalization Date”); and (ii) 38,254,470 33,333 shares of Class A Company Preferred Stock (with $.01 par value)Stock, of which 38,210,648 shares have been (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and are outstanding as of the date of this Agreement; Capitalization Date, (iiiy) 5,180,000 shares of Class B 4,500 are designated as Series X Preferred Stock (with $.01 par value)Stock, 3,047 of which 5,000,000 shares have had been issued and were outstanding as of the Capitalization Date, and (z) 600 are outstanding; and 4,250,000 shares of Class C designated as Series X1 Preferred Stock (with $.01 par value)Stock, all of which 4,171,846 shares have had been issued and are outstandingwere outstanding as of the Capitalization Date. Every ten outstanding shares As of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of the Capitalization Date, no Shares were held by the Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockin its treasury. All of the outstanding Shares and outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none nonassessable. The Company owns all of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III authorized and restrictions on transfer imposed by virtue outstanding capital stock of applicable federal and state securities lawsits Subsidiary. (b) Under (i) None of the outstanding shares of capital stock of the Company Stock Plansare entitled or subject to any preemptive right, options to purchase 1,483,040 sharesright of repurchase or forfeiture, which number includes 11,230 Class B warrantsright of participation, are outstanding as right of maintenance or any similar right; (ii) none of the date outstanding shares of this Agreement. Part 2.3(b) capital stock of the Disclosure Schedule accurately sets forthCompany are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract 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 each Company Option that is outstanding as to), any shares of capital stock of the date Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of this Agreementcapital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the name of the holder of such Company Option; Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the total Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of shares of the Company's common stock (the "Company Common Stock") that is Shares subject to such the Company Option Option, vesting schedule, exercise price and the number of shares of Company Common Stock expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Option Entity is immediately exercisable; (iii) the term of a party or by which such Company Option; Entity is bound. (ivd) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Disclosure ScheduleCapitalization Date, there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the CompanyCompany Entities; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Companyany Company Entity; or (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. As of the date hereof, UOL's authorized capitalization consists of (a) The authorized capital stock of the Company consists of: (i) 12,000,000 36,000,000 shares of Common Stock (with Stock, par value $.01 par value)0.01 per share, of which 1,301,646 9,777,524 shares are issued and outstanding and (b) 34,000,000 shares of Preferred Stock, par value $0.01 per share, of which 12,000,000 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class designated "Series A Preferred Stock Stock" (with $.01 par valueand there are now outstanding 4,742,406 of such Series A Preferred Stock), of which 38,210,648 6,000,000 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class designated "Series B Preferred Stock Stock" (with $.01 par value), of which 5,000,000 and there are now none outstanding) and 6,000,000 shares have been issued designated "Series B-1 Preferred Stock" (and there are outstanding; and 4,250,000 shares now outstanding 2,187,500 of Class C such Series B-1 Preferred Stock). The Common Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. All issuable upon exercise of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock Warrants to be acquired pursuant to this agreement have been duly authorized and validly reserved for issuance and, upon issuance, will be duly and validly issued, and are fully paid and non-assessable, assessable and none will be free of the shares is subject to any repurchase option or restriction restrictions on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of pursuant to applicable federal and state securities laws. (b) Under . All corporate action on the Company Stock Planspart of UOL and stockholders thereof, options to purchase 1,483,040 sharesif necessary, which number includes 11,230 Class B warrantsfor the authorization, are outstanding as of the date execution and delivery of this Agreement. Part 2.3(b) of agreement and the Disclosure Schedule accurately sets forthWarrants contemplated hereby, with respect to each Company Option that is outstanding as of and the date of this Agreement: (i) the name of the holder authorization, issuance or reservation for issuance of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option Warrants and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the issuable upon exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Timethereof has been taken. Except as set forth in Part 2.3(b) of on SCHEDULE 7.2 or as contemplated by the Disclosure ScheduleWarrants issuable hereunder, there is no: are no outstanding options, warrants, rights (iincluding conversion or pre-emptive rights) outstanding subscription, option, call, warrant or right (whether agreements for the purchase or not currently exercisable) to acquire any shares acquisition from UOL of 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 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 its capital stock or any other securities; rights which permit or (iv) to the best allow a holder 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 capital stock or other securities of UOL to cause UOL to file a registration statement or which permit or allow the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other holder thereof to include securities of the Company. All securities so reacquired UOL in a registration statement filed 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 ContractsUOL. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company Assist consists of: : (i) 12,000,000 20,000,000 shares of Common Stock (with common stock having a par value of $.01 par value).001 per share, of which 1,301,646 4,661,645 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class A Preferred Stock (with $.01 par value), Agreement and of which 38,210,648 9,723,455 shares shall have been issued and are shall be outstanding as of the date Closing Date following the exercise of this Agreementall then outstanding options and warrants to acquire common stock of Assist; (ii) 12,800 shares of preferred stock having a par value of $.001 per share, of which 6,200 have been designated Series A preferred stock and 6,600 have been designated Series B preferred stock. 6,200 shares of Series A preferred are issued and outstanding and are convertible into 413,333 shares of common stock of Assist. 5000 shares of Series B preferred stock are issued and outstanding, none of which is convertible into common stock of Assist; and (iii) 5,180,000 shares Cayenta will acquire at the Closing, good and valid title to the Exchanged Shares free and clear of Class B Preferred Stock (with $.01 par value)any Encumbrances. Cayenta Sub will acquire at the Closing, good and valid title to the Purchased Shares free and clear of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockany Encumbrances. All of such Shares are owned by the outstanding shares Selling Shareholders in the amounts indicated on the Schedule of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock Shareholders attached as Part 3.3(a) and Class C Preferred Stock are being sold to Cayenta hereunder. (b) All of the Exchanged Shares and all of the Purchased Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non-assessable, (iii) were issued in compliance with any applicable preemptive or similar rights and none (iv) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable Contracts. The Selling Shareholders have delivered or, at the Closing shall deliver, to Cayenta and Cayenta Sub, respectively, accurate and complete copies of the shares is subject to any repurchase option or restriction on transfer, except for stock certificates evidencing the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III Exchanged Shares and restrictions on transfer imposed by virtue of applicable federal and state securities lawsthe Cayenta Shares. (bc) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 the capital stock or other securities of the Company; Assist; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; Assist; (iii) Contract Contracts under which the Company Assist is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) to the best of the knowledge of the Company, 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 ContractsAssist. (d) Except as set forth in Part 2.3(d) 3.3 of the Disclosure Schedule, the Company Assist has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Companysecurities. All securities so reacquired by the Company Assist were reacquired in full compliance with (i) the applicable provisions of the Delaware General Corporation Law Utah Revised Business Corporations Act and with all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The As of (i) the date of this Agreement and (ii) the Closing Date (other than with respect to the redemption of shares of Series C Preferred Stock pursuant to Section 1.10 of this Agreement), the authorized capital stock of the Company Target consists of: (iA) 12,000,000 8,000,000 shares of Common Stock (with par value $.01 par valueper share), of which 1,301,646 702,514 shares have been issued and are outstanding (without giving effect to the net exercise of Target Options immediately prior to the Effective Time); and (B) 1,523,254 shares of Preferred Stock (par value $.01 per share), 833,333 of which have been designated "Series A Preferred Stock" (of which 833,333 shares have been issued and are outstanding), 478,759 of which have been designated "Series B Preferred Stock" (of which 0 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class A Preferred Stock (with $.01 par value), and 211,162 of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; designated "Series C Preferred Stock" (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 114,610 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of Company Target Common Stock. All of the outstanding shares of Company Target Common Stock, Class Series A Preferred Stock, Class Series B Preferred Stock and Class Series C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Target and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under the Company Target has reserved 547,486 shares of Target Common Stock Plansfor issuance under its Option Plan, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 547,486 shares are outstanding as of the date of this Agreement. Target has reserved 343,830 shares of Target Common Stock for issuance in connection with the exercise of Target Warrants. Part 2.3(b) 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Target Option or Target Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company OptionTarget Option or Target Warrant; (ii) the total number of shares and class of the Company's common stock (the "Company Common Stock") Target Capital Stock that is are subject to such Company Target Option or Target Warrant and the number of shares of Company Common Target Capital Stock with respect to which such Company Target Option or Target Warrant is immediately exercisable; (iii) the date on which such Target Option or Target Warrant was granted and the term of such Company OptionTarget Option or Target Warrant; (iv) the vesting schedule for such Company OptionTarget Option or Target Warrant; (v) the exercise price per share of Company Target Common Stock purchasable under such Company OptionTarget Option or Target Warrant; and (vi) whether such Company Target Option is subject to acceleration on or before has been designated an "incentive stock option" as defined in Section 422 of the Effective TimeCode. Except as set forth in Part 2.3(b) 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 the capital stock or other securities of the CompanyTarget; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyTarget; (iii) Contract under which the Company Target is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best Knowledge of the knowledge of the CompanyTarget, 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 capital stock or other securities of the CompanyTarget. (c) All outstanding shares of Company Target Common Stock, Class Series A Preferred Stock, Class Series B Preferred Stock and Class Series C Preferred Stock Stock, and all outstanding Company Target Options and Company Target Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) 2.3 of the Disclosure Schedule, the Company Target has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the CompanyTarget. All securities so reacquired by the Company Target 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 shares of Common Stock (with $.01 800,000 shares, no par value), of common stock, of which 1,301,646 500,000 have been designated “Class A Voting Common Stock,” of which 156,486 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class A Preferred Stock (with $.01 par value), and of which 38,210,648 100,000 have been designated “Class B Voting Common Stock,” of which 79,830 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), and of which 5,000,000 100,000 have been designated “Class C Voting Common Stock,” of which 53,220 shares have been issued and are outstandingoutstanding as of the date of this Agreement; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 100,000 have been designated “Class D Voting Common Stock,” of which 28,292 shares have been issued and are outstanding. Every ten outstanding as of the date of this Agreement; and (ii) 100,000 shares of Class A Preferred Stock preferred stock, no par value, of which none are issued and outstanding as of the date of this Agreement. Each share of the Class B Preferred Stock are convertible into one share of Company Voting Common Stock. Each outstanding share of , the Class C Preferred Voting Common Stock, and the Class D Voting Common Stock is convertible into one share of Class A Voting Common Stock in accordance with the Company’s charter. The Company has reserved sufficient shares of Class A Voting Common Stock for issuance upon conversion of all the Class B Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. All outstanding shares of Company Common Stock and all outstanding Company Options have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and none (ii) all requirements set forth in the Company Constituent Documents and applicable Company Contracts. Except as set forth in Part 2.3(a) of the shares is subject to any Company Disclosure Schedule, there are no repurchase option or restriction on transfer, except for the repurchase option options which are held by ▇▇▇▇ ▇. ▇▇▇▇▇, III the Company and restrictions on transfer imposed by virtue to which any shares of applicable federal and state securities lawscapital stock of the Company are subject. (b) Under The Company has reserved (i) 64,710 shares of Company Common Stock for issuance under the Company Stock Option Plans, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 34,697 shares of Company Common Stock are outstanding as of the date of this AgreementAgreement and all of such options are for the purchase of Class A Voting Common Stock, (ii) has reserved 40,802 shares of Company Common Stock for issuance under a warrant issued to the Subordinated Debt Holder, and (iii) has reserved 12,000 shares of Company Common Stock for issuance under options granted other than under the Company Stock Option Plans and all of such options are for the purchase of Class A Voting Common Stock. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: hereof (whether vested or unvested): (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before has been designated an “incentive stock option” as defined in Section 422 of the Effective TimeCode. Except as for Company Options granted pursuant to the Company Stock Option Plans and set forth in on Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 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 its capital stock or any other securitiessecurities of the Company; 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 capital stock or other securities of the Company (clauses (i) through (iv) above, collectively “Company Rights”). Except as set forth on Part 2.3(b) of the Company Disclosure Schedule, 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. (c) All of the outstanding shares of capital stock of the Subsidiaries of the Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, have been issued duly authorized and granted in compliance with (i) all applicable securities laws are validly issued, are fully paid and other applicable Legal Requirementsnonassessable and are owned beneficially and of record by the Company, and (ii) all requirements and, except as set forth in applicable Contractson Part 2.3(c) of the Company Disclosure Schedule, are free and clear of any Encumbrances. (d) Except Since the date of the Balance Sheet, except as set forth in Part 2.3(d) of the Company Disclosure Schedule, the Company has never not repurchased, redeemed or otherwise reacquired any shares of 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 Tennessee Business Corporation Law Act (the “TBCA”) and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 28,000,000 shares of Common Stock (with $.01 .0005 par valuevalue per share), of which 1,301,646 4,774,580 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 14,000,000 shares of Class A Preferred Stock (with $.01 .0005 par valuevalue per share), (A) 600,000 of which 38,210,648 shares have been designated "Series A Preferred Stock," all of which have been issued and are outstanding as of the date hereof, (B) 1,280,000 of this Agreement; (iii) 5,180,000 shares of Class which have been designated "Series B Preferred Stock (with $.01 par value), Stock," all of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares outstanding as of Class the date hereof, (C) 2,636,362 of which have been designated 10. 18 "Series C Preferred Stock (with $.01 par value), Stock," 2,454,544 of which 4,171,846 shares have been issued and are outstandingoutstanding as of the date hereof, (D) 3,200,000 of which have been designated "Series D Preferred Stock," 3,133,164 of which have been issued and are outstanding as of the date hereof, and (E) 6,000,000 of which have been designated "Series E Preferred Stock," none of which have been issued or are outstanding as of the date hereof. Every ten As of the date hereof and as of the Effective Time, each outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is and shall be convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇nonassessable. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Stock and Company Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any shares of capital stock of the Company is subject. (db) The Company has reserved 5,178,000 shares of Company Common Stock for issuance under the Company Stock Option Plans, of which options to purchase 3,308,108 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Company Common Stock outstanding as of the date hereof, whether vested or unvested (the "Company Options"): (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option (including any circumstances under which such vesting may be accelerated as a result of the Merger or otherwise); (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth with respect to each warrant to purchase Company Common Stock or Company Preferred Stock outstanding as of the date hereof (the "Company Warrants"): (i) the name of the holder of such Company Warrant; (ii) the total number of shares of Company Common Stock or Company Preferred Stock that are subject to such Company Warrant and the number of shares of Company Common Stock or Company Preferred Stock with respect to which such Company Warrant is immediately exercisable; (iii) the date on which such Company Warrant was granted and the term of such Company Warrant; and (iv) the exercise price per share of Company Common Stock or Company Preferred Stock purchasable under such Company Warrant. Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 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 its capital stock or any other securities of the Company; or (iv) to the knowledge of the Company, any condition or circumstance that may give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is (c) Except as set forth in Part 2.3(d2.3(c) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 CGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (ed) Except as set forth in Part 2.3(e) To the knowledge of the Disclosure ScheduleCompany, the Company has not issued dividendsafter reasonable investigation, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (fi) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock no more than 35 shareholders of the Company do not qualify as an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) each shareholder of the most recent practicable dateCompany who is not an accredited investor either alone or with a "purchaser representative" that may be designated by such shareholder in connection with the transactions contemplated by this Agreement has such knowledge and experience in financial and business matters that such Person is capable of evaluating the merits and risk of the issuance of shares of Parent Common Stock to such person in connection with the Merger.

Capitalization, Etc. (a) The authorized capital stock of the Company consists immediately upon the consummation at Closing of the transactions contemplated hereby, and prior to giving effect thereto, shall consist of: : (a) Five Million (5,000,000) shares of undesignated preferred stock, $0.01 par value, of which; (i) 12,000,000 Two Hundred Thousand (200,000) shares of Common have been designated as Series D Cumulative Convertible Preferred Stock (with $.01 par value"Series D Preferred Stock"), of which 1,301,646 200,000 shares have been are outstanding, all of which are validly issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class A Preferred Stock (with $.01 par value)outstanding, of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable; and (ii) Four Million Eight Hundred Thousand (4,800,000) shares are currently undesignated preferred stock, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III which are issued and restrictions on transfer imposed by virtue of applicable federal and state securities lawsoutstanding. (b) Under the Company Stock PlansTwenty Five Million (25,000,000) shares of Common Stock, options to purchase 1,483,040 shares, of which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name Nine Million Fifty Thousand Six Hundred Thirty Eight (9,050,638) shares are outstanding, all of the holder of such Company Optionwhich are validly issued and outstanding, fully paid and non-assessable; and (ii) Two Million Fifty Eight Thousand Two Hundred Thirty Seven (2,058,237) shares are duly reserved for issuance in connection with the conversion of the Series D Preferred Stock and payment of dividends on the Series D Preferred Stock as set forth in the Company's Certificate of Designation related thereto. 14,379,836 shares of Common Stock represent the Company's total number common equity on a Fully-Diluted Basis. For purposes of the foregoing, "Fully-Diluted Basis" means (i) all shares of Equity Securities (as defined below) outstanding, (ii) all securities convertible into or exercisable for shares of Equity Securities, as if exercised and converted to the fullest extent of their terms, (iii) all securities issuable pursuant to contractual or other obligations of the Company, excluding Common Stock dividends to be issued to the holders of the Company's common Series D Preferred Stock after the date hereof and excluding shares of capital stock issuable pursuant to the Company's Shareholder Protection Rights Agreement, dated September 15, 1997, as amended (the "Rights Plan"), (iv) all shares of Equity Securities reserved for issuance to employees, consultants or directors of the Company Common Stockor any other Person and (v) all shares issuable upon the exercise of the options, warrants and all other rights or securities referred to in Annex 5.4(c). Upon consummation of the transactions contemplated hereby, the number of Shares purchased by the Investor shall represent (i) % of the Company's total common equity on a Fully Diluted Basis and (ii) % of the Company's total common equity on a diluted basis calculated in accordance with Regulation 13D of the Exchange Act (i.e., the percentage the Investor would be required to set forth in any Schedule 13D that the Investor may be required to file with the Commission as a result of the consummation of the transactions contemplated hereby. Annex 5.4(b) attached hereto contains a list of (y) all beneficial holders of record owning five percent (5%) or more of outstanding capital stock and (z) all other beneficial holders known to the Company, of five percent (5%) or more of the Company's outstanding capital stock and beneficial holders known to the Company to have filed a Schedule 13D or 13G under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that is subject to such Company Option including, for both (y) and (z) above, the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares beneficially owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.such holder; and

Capitalization, Etc. (a) The authorized capital stock of Eiger as of the Company date of this Agreement consists of: of (i) 12,000,000 37,400,000 shares of Eiger Common Stock (with Stock, par value $.01 par value)0.0001 per share, of which 1,301,646 shares 3,130,665shares have been issued and are outstanding as of the date of this Agreement; , and (ii) 38,254,470 30,787,500 shares of Class A preferred stock, par value $0.0001 per share (the “Eiger Preferred Stock (with $.01 par valueStock”), of which 38,210,648 (A) 5,187,500 shares have been issued and designated Series A Preferred Stock, 4,875,000 of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement; Agreement and (B) 25,600,000 shares have been designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), 24,935,950 shares of which are issued and outstanding. Except as set forth in Part 2.3(a) of the Eiger Disclosure Schedule, the authorized capital stock of Eiger as of immediately prior to the Closing shall consist of (i) 68,000,000 shares of Eiger Common Stock, 59,271,433 shares of which will be issued and outstanding, (ii) warrants to purchase 590,241 shares of Eiger Common Stock and (iii) 5,180,000 30,787,500 shares of Class B Eiger Preferred Stock (with $.01 par value)Stock, of which 5,000,000 5,187,500 shares will have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class designated Series A Preferred Stock and Class B 25,600,000 shares will have been designated Series A-1 Preferred Stock, none of which shares of Eiger Preferred Stock are convertible into one share will be issued and outstanding. Eiger does not hold any shares of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Eiger Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Eiger Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. Except as set forth in Part 2.3(a) of the Eiger Disclosure Schedule, none of the outstanding shares of Eiger Common Stock or Eiger Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Eiger Common Stock or Eiger Preferred Stock is subject to any repurchase right of first refusal in favor of Eiger. Except as contemplated herein or as set forth in Part 2.3(a) of the Eiger Disclosure Schedule, there is no Eiger Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or restriction on transfersimilar right with respect to), except for any shares of Eiger Common Stock or Eiger Preferred Stock. Eiger is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Eiger Common Stock or other securities. Part 2.3(a) of the Eiger Disclosure Schedule accurately and completely lists all repurchase option rights held by ▇▇▇▇ ▇Eiger with respect to shares of Eiger Common Stock (including shares issued pursuant to the exercise of stock options) and Eiger Preferred Stock, and specifies each holder of Eiger Common Stock or Eiger Preferred Stock, the date of purchase of such Eiger Common Stock or Eiger Preferred Stock, the number of shares of Eiger Common Stock or Eiger Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Eiger Common Stock or Eiger Preferred Stock filed an election under Section 83(b) of the Code with respect to such Eiger Common Stock or Eiger Preferred Stock within thirty (30) days of purchase. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue Each share of applicable federal and state securities lawsEiger Preferred Stock is convertible into one share of Eiger Common Stock. (b) Under Except for the Company Eiger 2009 Equity Incentive Plan (the “2009 Plan”), and except as set forth in Part 2.3(b) of the Eiger Disclosure Schedule, Eiger does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Eiger has reserved 3,867,792 shares of Eiger Common Stock Plansfor issuance under the 2009 Plan. Of such reserved shares of Eiger Common Stock, 739,999 shares have been issued pursuant to the exercise of outstanding options, options to purchase 1,483,040 shares2,902,860 shares have been granted and are currently outstanding, which number includes 11,230 Class B warrants, are outstanding as and 224,933 shares of Eiger Common Stock remain available for future issuance pursuant to the date of this Agreement2009 Plan. Part 2.3(b) of the Eiger Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Eiger Option that is outstanding as of the date of this Agreement: (iA) the name of the holder of such Company Optionoptionee; (iiB) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Eiger Common Stock with respect subject to which such Company Eiger Option is immediately exercisableat the time of grant; (iiiC) the term number of shares of Eiger Common Stock subject to such Company OptionEiger Option as of the date of this Agreement; (iv) the vesting schedule for such Company Option; (vD) the exercise price per share of Company Common Stock purchasable under such Company Eiger Option; (E) the date on which such Eiger Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares; (G) the date on which such Eiger Option expires; and (viH) whether such Company Eiger Option is subject an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Eiger has made available to acceleration on or before Celladon an accurate and complete copy of the Effective Time2009 Plan and forms of all stock option agreements approved for use thereunder. No vesting of Eiger Options will accelerate in connection with the closing of the Contemplated Transactions. (c) Except for the outstanding Eiger Options as set forth in Section 2.3(b), for the warrants identified on Part 2.3(b2.3(c) of the Eiger Disclosure Schedule (the “Eiger Warrants”) or as set forth on Part 2.3(c) of the Eiger Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyEiger or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyEiger or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company Eiger or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the CompanyEiger or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Eiger or any of its Subsidiaries. (cd) All outstanding shares of Company Eiger Common Stock, Class A Stock and Eiger Preferred Stock, Class B Preferred Stock as well as all options, warrants and Class C Preferred Stock and all outstanding Company Options and Company Warrantsother securities of Eiger, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. Eiger has delivered to Celladon accurate and complete copies of all Eiger Warrants. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 90,000,000 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 36,159,576 shares have had been issued and were outstanding as of the close of business on July 10, 2025 (the “Capitalization Date”); and (ii) 60,000,000 shares of Company Preferred Stock, 54,000,000 of which were undesignated as to series, 6,000,000 shares of which are designated Series D Preferred Stock, of which 4,472,791 shares had been issued and were outstanding as of the Capitalization Date. As of the date hereof, 35,000 shares of Company Preferred Stock have been designated Series E Preferred Stock, of which 35,000 shares are issued and outstanding as of the date of this Agreement; (ii) 38,254,470 hereof. No shares of Class A Preferred Stock (with $.01 par value), of which 38,210,648 shares have been issued and are outstanding as capital stock of the date Company are held in the treasury of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockthe Company. All of the outstanding shares of the capital stock of the Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. During the period between the Capitalization Date and the date hereof, and none of the shares is subject other than as expressly set forth in this Section 2.3(a) as to any repurchase option or restriction on transferSeries E Preferred Stock, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company has not issued any new shares of Company Stock Plans, options except pursuant to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are the exercise of Company Options outstanding as of the date Capitalization Date in accordance with their terms and, since the Capitalization Date, the Company has not issued any Company Options or other equity based awards. (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract 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 of capital stock of the Company. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Exchange Act. Other than the Voting Agreements, (A) the Company is not a party to any, and to the Company’s knowledge there are no, voting trusts or other Contracts with respect to the voting of any Company Stock, and (B) there are no Contracts pursuant to which any Person is entitled to elect, designate or nominate any director of the Company. (c) As of the close of business on the Capitalization Date: (i) 5,674,859 shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plan and (ii) 5,525,141 shares were reserved for future issuance under the Company Equity Plan. Other than as set forth in this Agreement. Part 2.3(bSection 2.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, restricted stock, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (d) Section 2.3(d) of the Company Disclosure Schedule accurately sets forthforth an accurate and complete list of all Persons (either by name or employee identification number) who hold outstanding Company Options as of the close of business on the Capitalization Date, indicating, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; subject thereto, (ii) the date of grant, (iii) the term of such Company Option; vesting schedule, (iv) the vesting schedule for such Company Option; per share exercise price, (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and expiration date, (vi) whether such Company Option is intended to be an incentive stock option (within the meaning of Section 422 of the Code), (vii) whether such Company Option is subject to acceleration on Section 409A of the Code, (viii) whether such Company Option may be early-exercised and the extent to which such Company Option has been early-exercised, and (ix) such Person’s relationship to the Company (e.g., employee, director, or before consultant). As of the Effective Time, no former holder of a Company Option, will have any rights with respect to any Company Option other than the rights contemplated by Section 1.8. An accurate and complete copy of the Company Equity Plan has been provided to Parent, and all Company Options (A) have been granted pursuant to the Company Equity Plan, (B) are evidenced by award agreements in the forms that have been provided to Parent, (C) have been granted in accordance with the terms of the applicable Company Equity Plan and in compliance in all material respects with all applicable securities Legal Requirements or exemptions therefrom, and (D) have an exercise price per share (1) that was no less than the fair market value, as of the date of grant of such Company Option, per share of Company Common Stock underlying such Company Option determined in a manner consistent with Section 409A and (2) to the extent applicable, that was repriced in compliance with all applicable securities Legal Requirements or exemptions therefrom and in a manner that complies with Section 409A and, to the extent applicable, Section 424 of the Code. The terms of the Company Equity Plan or the Contracts evidencing the Company Options authorize the treatment of the Company Options contemplated by Section 1.8 without any required consent or approval of the holders of such Company Options. (e) Except as set forth in Part 2.3(bthis Section 2.3 (including Sections 2.3(d) of the Company Disclosure Schedule), there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock unit, restricted stock, stock appreciation rights, phantom stock, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by the Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Company. (cf) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, have been offered and issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, including the Securities Act and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 “blue sky” Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 50,000,000 shares of Common Stock (with $.01 .001 par valuevalue per share), of which 1,301,646 4,817,315 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 12,513,949 shares of Class A Preferred Stock (with $.01 .001 par valuevalue per share), (A) 4,827,586 of which 38,210,648 shares have been designated "Series A Preferred Stock," and 4,215,513 of which have been issued and are outstanding as of the date of this Agreement and (B) 7,686,363 of which have been designated "Series B Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares . As of Class B Preferred Stock (with $.01 par value)the date hereof and as of the Effective Time, each outstanding share of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class Series A Preferred Stock of the Company is and Class B Preferred Stock are shall be convertible into one share of Company Common Stock. Each Stock and each outstanding share of Class C Series B Preferred Stock of the Company is and shall be convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class Series A Preferred Stock, Class Stock of the Company and Series B Preferred Stock and Class C Preferred Stock of the Company have been duly authorized and validly issued, and are fully paid and non-assessable. All outstanding shares of Company Common Stock, Series A Preferred Stock of the Company, Series B Preferred Stock of the Company, all outstanding Company Options, and none all outstanding warrants to purchase shares of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III Company's capital stock have been issued and restrictions on transfer imposed by virtue of granted in compliance with all applicable federal and state securities lawslaws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. Part 2.3 of the Disclosure Schedule provides an accurate and complete (i) list of each holder of all outstanding shares of Company Common Stock, Series A Preferred Stock, Series B Preferred Stock, all outstanding Company Options and all outstanding warrants to purchase shares of the Company's capital stock identifying each holder by name, address and certificate number (when applicable), and (ii) a description of the terms of each repurchase option, if any, which is held by the Company and to which any shares of capital stock of the Company is subject. (b) Under The Company has reserved 3,050,000 shares of Company Common Stock for issuance under the Company Stock Option Plans, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 2,490,375 shares are outstanding as of the date of this Agreement, options for 215,625 shares have been exercised to date, and 344,000 shares remain available for future grant. Part 2.3(b) 2.3 of the Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company Option that is outstanding as of the date of this Agreement: hereof (whether vested or unvested) (the "Company Options"): (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before has been designated an "incentive stock option" as defined in Section 422 of the Effective TimeCode. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securitiessecurities of the Company; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) 2.3 of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 CGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 50,000,000 shares of Common Stock (with $.01 Stock, without par value), of which 1,301,646 10,123,313 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 25,000,000 shares of Class Preferred Stock, without par value, 5,771,788 of which have been designated "Series A Preferred Stock (with $.01 par value), Stock," all of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), 3,690,986 of which 5,000,000 shares have been designated "Series A-1 Preferred Stock," all of which have been issued and are outstanding; outstanding as of the date of this Agreement, and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), 12,500,000 of which 4,171,846 shares have been designated "Series B Preferred Stock," none of which have been issued and or are outstanding. Every ten outstanding shares as of Class A Preferred Stock and Class B Preferred Stock are convertible into one share the date of Company Common Stockthis Agreement. Each outstanding share of Class C Series A Preferred Stock and Series A-1 Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common StockCommon, Class Stock Series A Preferred Stock, Class B Preferred Stock and Class C Series A-1 Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under the The Company has reserved 5,628,875 shares of Company Common Stock Plansfor issuance under its 1996 Stock Option Plan, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 4,669,162 shares are outstanding as of the date of this AgreementAgreement and options to purchase 303,943 shares have been exercised. Part 2.3(b) 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Part 2.3 of the Disclosure Schedule also accurately sets forth, with respect to each Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Warrant; (ii) the total number of shares of Company Common Stock or Preferred Stock that are subject to acceleration such Company Warrant and the number of shares of Company Common Stock or Preferred Stock with respect to which such Company Warrant is immediately exercisable; (iii) the date on which such warrant was granted and the term of such Company Warrant; (iv) the vesting schedule for such Company Warrant (if any); and (v) the purchase price per share of Company Common Stock or before the Effective TimePreferred Stock purchasable under such Company Warrant. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.or

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 77,016,325 shares of Common Stock Stock, $0.01 par value (with $.01 par valuethe “Company Common Stock”), of which 1,301,646 1,912,634 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 63,993,763 shares of Class A Preferred Stock (with Stock, $.01 0.01 par value), 21,388,357 of which 38,210,648 have been designated “Series C-1 Preferred Stock,” of which 20,767,321 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), 7,949,214 of which 5,000,000 have been designated “Series C-2 Preferred Stock,” all of which shares have been issued and are outstanding; and 4,250,000 shares outstanding as of Class C Preferred Stock (with $.01 par value)the date of this Agreement, 34,656,192 of which 4,171,846 have been designated “Series D Preferred Stock,” all of which shares have been issued and are outstandingoutstanding as of the date of this Agreement. Every ten Each outstanding shares share of Class A Series C-1 Preferred Stock and Class B Preferred Stock are is convertible into one share of Company Common Stock. Each outstanding share of Class C Series C-2 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series D Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under The authorized share capital of the Company Stock PlansSubsidiary consists of 40,000 New Israeli Shekels (“NIS”) consisting of 4,000,000 ordinary shares of a nominal value of NIS 0.01 each (the “Subsidiary Ordinary Shares”), options to purchase 1,483,040 shares, of which number includes 11,230 Class B warrants, 1,000 shares of Subsidiary Ordinary Shares are issued and are outstanding as all of which are held by the date of this Agreement. Company. (c) Part 2.3(b2.3(c) of the Disclosure Schedule accurately sets forth, with respect to each Company Option and each Company Warrant that is outstanding as of the date of this Agreement: Agreement and each other right to acquire the Company’s or the Subsidiary’s capital stock or share capital (including any anti-dilution or similar rights) (each, a “Company Capital Stock Right”): (i) the name of the holder of such Company OptionCapital Stock Right; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option Capital Stock Right and the number of shares of Company Preferred Stock or Company Common Stock with respect to which such Company Option Capital Stock Right is immediately exercisableexercisable (including the number of shares of such capital stock that are issuable on a net exercise basis if exercised immediately prior to the Effective Time of the Merger) ; (iii) the term total number of such Company Option; (iv) the vesting schedule vested shares for such Company OptionCapital Stock Right (and any acceleration thereof as a result of the Merger); and (viv) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the CompanyCapital Stock Right. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 12,000,000 Fifty-Five Million Two Hundred Seventy Thousand (55,270,000) shares of Company Common Stock (with Stock, par value $.01 par value)0.001 per share, of which 1,301,646 Five Million Three Hundred Seventy Seven Thousand Six Hundred Sixty (5,377,660) shares have been are issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 Forty-Two Million Two Hundred Twelve Thousand (42,212,000) shares of Class A Company Preferred Stock (Stock, with a par value of $.01 par value)0.001 per share, of which 38,210,648 (A) Fourteen Million Seven Hundred Twenty Thousand (14,720,000) shares have been issued and are outstanding designated as of the date of this Agreement; (iii) 5,180,000 shares of Class B Series A Preferred Stock (with $.01 par value)Stock, of which 5,000,000 Fourteen Million Five Hundred Thousand (14,500,000) shares have been are issued and outstanding, (B) Eight Million Six Hundred Thousand (8,600,000) shares are designated as Series B Preferred Stock, all of which shares are issued and outstanding; , and 4,250,000 (C) Eighteen Million Eight Hundred Ninety-Two Thousand (18,892,000) shares of Class are designated as Series C Preferred Stock (with $.01 par value)Stock, of which 4,171,846 Seventeen Million Three Hundred Thirty-Nine Thousand One Hundred Twelve (17,339,112) shares have been are issued and are outstanding. Every ten outstanding The Company does not hold any shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b2.3(a) of the Company Disclosure Schedule, none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. Except as contemplated herein or as set forth in the Company Disclosure Schedule, there is no: no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (i) outstanding subscriptionor granting any option or similar right with respect to), option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Common Stock or other securities of the Company; (ii) outstanding securityCompany Preferred Stock. The Company is not under any obligation, instrument or obligation that nor is or bound by any Contract pursuant to which it may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated obligated, to sell repurchase, redeem or otherwise issue acquire any shares of its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Companysecurities. 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.Part

Capitalization, Etc. (a) The authorized capital stock of the Company Merger Partner consists of: of (i) 12,000,000 66,000,000 shares of Merger Partner Common Stock (with Stock, par value $.01 par value)0.001 per share, of which 1,301,646 3,528,961 shares have been issued and are outstanding as of the date of this Agreement; , (ii) 38,254,470 426,008 shares of Class Series A Preferred Stock (with Stock, par value $.01 par value), 0.001 per share of which 38,210,648 426,008 shares have been issued and are outstanding as of the date of this Agreementoutstanding; (iii) 5,180,000 7,966,748 shares of Class Series B Preferred Stock (with Stock, par value $.01 par value), 0.001 per share of which 5,000,000 7,966,748 shares have been issued and are outstanding; (iv) 21,300,000 shares of Series C Preferred Stock, par value $0.001 per share of which 20,079,889 shares have been issued and are outstanding; and 4,250,000 (v) 24,029,412 shares of Class C Series D Preferred Stock (with Stock, par value $.01 par value), 0.001 per share of which 4,171,846 23,529,410 shares have been issued and are outstanding. Every ten outstanding Merger Partner does not hold any shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Merger Partner Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Merger Partner Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. Except as set forth in Part 2.3(a) of the Merger Partner Disclosure Schedule, none of the outstanding shares of Merger Partner Common Stock or Merger Partner Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Merger Partner Common Stock or Merger Partner Preferred Stock is subject to any repurchase right of first refusal in favor of Merger Partner. Except as contemplated herein or as set forth in the Merger Partner Disclosure Schedule, there is no Merger Partner Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or restriction on transfersimilar right with respect to), except for any shares of Merger Partner Common Stock or Merger Partner Preferred Stock. Merger Partner is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Merger Partner Common Stock or other securities. Part 2.3(a) of the Merger Partner Disclosure Schedule accurately and completely describes all repurchase option rights held by ▇▇▇▇ ▇Merger Partner with respect to shares of Merger Partner Common Stock (including shares issued pursuant to the exercise of stock options) and Merger Partner Preferred Stock, and specifies each holder of Merger Partner Common Stock or Merger Partner Preferred Stock, the date of purchase of such Merger Partner Common Stock or Merger Partner Preferred Stock, the number of shares of Merger Partner Common Stock or Merger Partner Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Merger Partner Common Stock or Merger Partner Preferred Stock filed an election under Section 83(b) of the Code with respect to such Merger Partner Common Stock or Merger Partner Preferred Stock within thirty (30) days of purchase. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue Each share of applicable federal and state securities lawsMerger Partner Preferred Stock is convertible into one share of Merger Partner Common Stock. (b) Under Except for the Company Merger Partner Amended and Restated 2002 Stock PlansOption Plan (the “Merger Partner Stock Option Plan”), Merger Partner does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Merger Partner has reserved 10,043,185 shares of Merger Partner Common Stock for issuance under the Merger Partner Stock Option Plan, of which 1,760,062 shares have been issued and 7,707,034 shares are subject to issuance pursuant to stock options granted and outstanding under the Merger Partner Stock Option Plan and 576,089 shares of Merger Partner Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Merger Partner Stock Option Plan. 1,103,769 shares of Merger Partner Series C Preferred Stock are reserved for future issuance pursuant to warrants to purchase 1,483,040 sharesMerger Partner Series C Preferred Stock (collectively, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement“Merger Partner Warrants”). Part 2.3(b) of the Merger Partner Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Merger Partner Option that is outstanding as of the date of this Agreement: (iA) the name of the holder of such Company Optionoptionee; (iiB) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Merger Partner Common Stock with respect subject to which such Company Merger Partner Option is immediately exercisableat the time of grant; (iiiC) the term number of shares of Merger Partner Common Stock subject to such Company OptionMerger Partner Option as of the date of this Agreement; (iv) the vesting schedule for such Company Option; (vD) the exercise price per share of Company Common Stock purchasable under such Company Merger Partner Option; (E) the date on which such Merger Partner Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares; (G) the date on which such Merger Partner Option expires; and (viH) whether such Company Merger Partner Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Merger Partner has made available to Pivot an accurate and complete copy of the Merger Partner Stock Option Plan, forms of all stock option agreements approved for use thereunder, copies of resolutions of the board of directors approving option grants and copies of stockholder resolutions approving all stock option plans pursuant to which Merger Partner has ever granted stock options. No Merger Partner Options are subject to acceleration on the requirements of Section 409A of the Code. No vesting of Merger Partner Options will accelerate in connection with the closing of the Proposed Transactions. (c) Except for the outstanding Merger Partner Options, Merger Partner Warrants or before the Effective Time. Except as set forth in on Part 2.3(b2.3(c) of the Merger Partner Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyMerger Partner; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyMerger Partner; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company Merger Partner is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Companyany Merger Partner. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Merger Partner. (cd) All outstanding shares of Company Merger Partner Common Stock, Class A Merger Partner Preferred Stock, Class B Preferred Stock options, warrants and Class C Preferred Stock and all outstanding Company Options and Company Warrants, other securities of Merger Partner 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 applicable Contracts. Merger Partner has delivered to Pivot accurate and complete copies of all Merger Partner Warrants. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 6,000,000,000 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 3,004,205,406 shares have been issued and are outstanding as of the date of this AgreementOctober 11, 2012; (ii) 38,254,470 500,000,000 shares of Class A Preferred Stock (with $.01 par value)Company Series 2 Common Stock, of which 38,210,648 no shares are issued or are outstanding; (iii) 100,000,000 shares of Company Non-Voting Common Stock, of which no shares are issued or are outstanding; and (iv) 20,000,000 shares of Company Preferred Stock, of which (A) 3,000,000 shares have been designated as Preferred Stock-Sixth Series, Junior Participating, of which no shares have been issued and or are outstanding outstanding, (B) 300,000 shares have been designated as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value)Stock-Seventh Series, Convertible, of which 5,000,000 no shares have been issued and or are outstanding; and 4,250,000 , (C) 232,745 shares of Class C have been designated as Ninth Series Zero Coupon Convertible Preferred Stock (with $.01 par value)Due 2013, of which 4,171,846 no shares have been issued or are outstanding, and (D) 16,467,255 shares have not been designated, have not been issued and are not outstanding. Every ten outstanding As of October 11, 2012, the Company held no shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable and free of preemptive rights, purchase option, call, right of first refusal or any similar right. The Company is not under (and none will not as a result of the Merger or any of the other Contemplated Transactions become under) any contractual obligation to repurchase, redeem or otherwise acquire any outstanding shares is subject to any repurchase option of Company Common Stock or restriction on transferother voting securities, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawsobligations under Company Plans. (b) Under As of October 11, 2012: (i) 66,866,935 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 73,813,916 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP; (iii) 22,227,728 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards; and (iv) 135,195,891 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Equity Plans, options . The Company has Made Available to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately Parent a complete and accurate list that sets forth, forth with respect to each Company Option that is Equity Award outstanding as of October 11, 2012 the date of this Agreementfollowing information: (iA) the name of the holder of particular plan (if any) pursuant to which such Company OptionEquity Award was granted; (iiB) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect subject to such Company Equity Award; (C) the per share exercise price (if any) of such Company Equity Award; (D) the date on which such Company Option is immediately exercisableEquity Award was granted; (iiiE) the term of date on which such Company OptionEquity Award expires; (ivF) the vesting schedule for if such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Equity Award is a Company Option; and (vi) , whether such Company Option is subject an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (G) whether such Company Equity Award is a restricted stock unit or a restricted stock award; and (H) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to acceleration on be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all Company Equity Plans pursuant to which any outstanding Company Equity Awards were granted by the Company. No vesting schedule or before provision, whether time-based or performance-based, of any Company Equity Award, will accelerate solely as a consequence of the Effective TimeMerger or any of the other Contemplated Transactions. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity based awards with respect to any of the Acquired Corporations other than as set forth in Part 3.5(b) of the Company Disclosure Schedule. (c) Except as set forth in Part 2.3(b) of the Disclosure ScheduleSection 3.5(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other voting securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other voting securities of any of the CompanyAcquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or, other than any Company Plan, Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other voting securities; 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 capital stock or other securities of the Company. (cd) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock Company Equity Awards and Class C Preferred Stock and all outstanding Company Options and Company Warrants, other securities of any of the Acquired Corporations have been issued and granted in compliance in all material respects 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(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) All of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of outstanding shares owned by each of the holders of record of every class and series of capital stock of each of the material Acquired Corporations have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights and are owned beneficially and of record by the Company as or a Subsidiary of the most recent practicable dateCompany, free and clear of any material Liens.

Capitalization, Etc. (a) The authorized capital stock of Buyer as of the Company date of this Agreement consists of: of (i) 12,000,000 3,483,900,000 shares of Common Stock (with common stock, $.01 0.0001 par value), of which 1,301,646 35,276,069 shares have been issued and are outstanding as of the date of this Agreement; , and (ii) 38,254,470 117,147,928 shares of Class Buyer Preferred Stock, 59,326 of which have been designated Series A Preferred Stock, 450,913 of which have been designated Series B Preferred Stock, 77,169 of which have been designated Series B-1 Preferred Stock, 24,629,117 of which have been designated Series C Preferred Stock, 26,627,713 of which have been designated Series D Preferred Stock, 12,518,789 of which have been designated Series 1 Preferred Stock and 52,784,901 of which have been designated Series CS Preferred Stock. There are 58,306 issued and outstanding shares of Series A Preferred Stock (with $.01 par value), of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 , 450,228 issued and outstanding shares of Class Series B Preferred Stock (with $.01 par value)as of the date of this Agreement, of which 5,000,000 shares have been 57,163 issued and are outstanding; and 4,250,000 outstanding shares of Class Series B-1 Preferred Stock as of the date of this Agreement, 24,422,868 issued and outstanding shares of Series C Preferred Stock (with $.01 par value)as of the date of this Agreement, of which 4,171,846 shares have been 26,423,369 issued and are outstanding. Every ten outstanding shares of Class A Series D Preferred Stock as of the date of this Agreement, 12,382,559 issued and Class B outstanding shares of Series 1 Preferred Stock are convertible into one share as of Company Common Stock. Each the date of this Agreement and 52,784,901 issued and outstanding share shares of Class C Series CS Preferred Stock is convertible into one share as of Company Common Stockthe date of this Agreement. Buyer does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Buyer Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. Except as set forth in Part 2.3(a)(i) of the Buyer Disclosure Schedule, none of the outstanding shares of Buyer Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Buyer Capital Stock is subject to any repurchase right of first refusal in favor of Buyer. Except as contemplated herein or as set forth in Part 2.3(a) of the Buyer Disclosure Schedule, there is no Buyer Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or restriction on transfersimilar right with respect to), except for any Buyer Capital Stock. Buyer is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Buyer Capital Stock or other securities. Part 2.3(a)(ii) of the Buyer Disclosure Schedule accurately and completely describes all repurchase option rights held by ▇▇▇▇ ▇. ▇▇▇▇▇, III Buyer with respect to shares of Buyer Capital Stock (including shares issued pursuant to the exercise of stock options) and restrictions on transfer imposed by virtue specifies which of applicable federal and state securities lawsthose repurchase rights are currently exercisable. (b) Under Except for the Company Buyer’s 2011 Stock PlansIncentive Plan (the “Equity Incentive Plan”), and except as set forth in Part 2.3(b) of the Buyer Disclosure Schedule, Buyer does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Buyer has reserved 18,323,508 shares of Buyer Common Stock for issuance under the Equity Incentive Plan. Of such reserved shares of Buyer Common Stock, 1,988,055 shares have been issued pursuant to the exercise of outstanding options and/or restricted stock agreements, options to purchase 1,483,040 shares14,551,126 shares have been granted and are currently outstanding, which number includes 11,230 Class B warrants, are outstanding as of and 1,784,327 shares remain available for future issuance pursuant to the date of this AgreementEquity Incentive Plan. Part 2.3(b) of the Buyer Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Buyer Option that is outstanding as of the date of this Agreement: (iA) the name of the holder of such Company Optionoptionee; (iiB) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Buyer Common Stock with respect subject to which such Company Buyer Option is immediately exercisableat the time of grant; (iiiC) the term number of shares of Buyer Common Stock subject to such Company OptionBuyer Option as of the date of this Agreement; (iv) the vesting schedule for such Company Option; (vD) the exercise price per share of Company Common Stock purchasable under such Company Buyer Option; (E) the date on which such Buyer Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares subject to such Buyer Option; (G) the date on which such Buyer Option expires; and (viH) whether such Company Buyer Option is subject intended to acceleration on be an “incentive stock option” (as defined in the Code) or before a non-qualified stock option. Buyer has made available to Organovo an accurate and complete copy of the Effective TimeEquity Incentive Plan and all forms of stock option agreements approved for use thereunder. No vesting of Buyer Options will accelerate in connection with the closing of the Contemplated Transactions. (c) Except for the outstanding Buyer Options as set forth in Section 2.3(b), for the warrants identified on Part 2.3(b2.3(c) of the Buyer Disclosure Schedule (the “Buyer Warrants”) or as set forth on Part 2.3(c) of the Buyer Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.whether

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 12,000,000 20,000,000 shares of Common Stock (with $.01 par value)Stock, of which 1,301,646 2,891,546 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 7,500,000 shares of Class A Company Preferred Stock, of which 761,903 are undesignated Preferred Stock (with $.01 par valuenone of which are outstanding), 125,000 are designated Series A Redeemable Preferred Stock, par value $10.00 per share, 518,841 are designated Series B Convertible Preferred Stock, par value $4.492 per share, 1,418,200 are designated Series C Convertible Preferred Stock, par value $.001 per share, 630,756 are designated Series C1 Convertible Preferred Stock, par value $.001 per share, 2,230,260 are designated Series D Convertible Preferred Stock, par value $.001 per share, 1,003,617 are designated Series D1 Convertible Preferred Stock, par value $.001 per share, and 811,423 are designated Series E Convertible Preferred Stock, par value $.001 per share, of which 38,210,648 the Company. 125,000, 445,263, 1,418,200, 630,756, 2,140,873, 0, and 811,423 shares of Series A Redeemable Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D1 Convertible Preferred Stock and Series E Convertible Preferred Stock, respectively, have been issued and are outstanding as of the date of this Agreement; (iii. Part 2.3(a) 5,180,000 of the Company Disclosure Schedule sets forth the number of shares of Class B Company Common Stock into which each outstanding share of each series the Company Preferred Stock (with $.01 par value)other than undesignated Company Preferred Stock) is convertible as of the date of this Agreement. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule, of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 the Company does not hold any shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇nonassessable. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as As of the date of this Agreement, there are no shares of Company Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Stock is entitled or subject to any preemptive right, right of participation, right to maintain interest or any similar right; (ii) none of the outstanding shares of Company Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Stock. (b) As of the date of this Agreement, 3,200,000 shares of undesignated Company Preferred Stock (which will be designated pursuant to the Company Charter Amendment) and 1,185,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of particular plan (if any) pursuant to which such Company OptionOption was granted; (ii) the total number of shares name of the Company's common stock optionee; (iii) the "Company Common Stock") that is subject to such Company Option class, series and the number of shares of Company Common Stock with respect subject to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for exercise price of such Company Option; (v) the exercise price per share of Company Common Stock purchasable under date on which such Company OptionOption was granted; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirementsvesting schedule, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.extent to which

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 30,000,000 shares of Common Stock (with par value $.01 par value.01), of which 1,301,646 13,560,422 shares have been issued and are outstanding as of the date of this Agreement (not including 2,858 shares of Common Stock held in the Company's treasury); (ii) 20,000,000 shares of Preferred Stock (with par value $.01), of which (A) 5,651,367 shares have been designated shares of Series A Preferred Stock (with par value $.01) (the "Series A Preferred Stock"), of which 5,651,367 shares have been issued and are outstanding as of the date of this Agreement; and (iiB) 38,254,470 50,252 shares of Class A have been designated as Series B Preferred Stock (with par value $.01 par value.01) (the "Series B Preferred Stock, or collectively with the Series A Preferred Stock, the "Company Preferred Stock"), of which 38,210,648 50,252 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Series A Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3 of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under the The Company has reserved 4,506,663 shares of Company Common Stock for issuance under its Stock Option Plans, of which options (the "Company Options") to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 2,128,937 shares are outstanding as of the date of this Agreement, and 34,667 shares of Company Common Stock for issuance upon exercise of certain outstanding warrants (the "Company Warrants"). Part 2.3(b) 2.3 of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option and Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company OptionOption and Company Warrant; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisableWarrant; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.Common

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 81,000,000 shares of Common Stock (with Stock, $.01 0.001 par value), of which 1,301,646 6,522,885 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 59,000,000 shares of Class Preferred Stock, 0.001 par value, (A) 254,780 of which have been designated "Series A Preferred Stock (with $.01 par value), Stock," of which 38,210,648 254,780 shares have been issued and are outstanding as of the date of this Agreement; , (iiiB) 5,180,000 shares 2,068,747 of Class which have been designated "Series B Preferred Stock (with $.01 par value), Stock," of which 5,000,000 1,902,081 shares have been issued and are outstanding; and 4,250,000 shares outstanding as of Class the date of this Agreement, (C) 6,759,143 of which have been designated "Series C Preferred Stock (with $.01 par value), Stock," of which 4,171,846 6,759,143 shares have been issued and are outstanding. Every ten outstanding as of the date of this Agreement, (D) 19,432,009 of which have been designated "Series D Preferred Stock," of which 19,059,036 shares have been issued and are outstanding as of Class A the date of this Agreement, (E) 30,000,000 of which have been designated "Series E Preferred Stock Stock," of which 15,400,000 shares have been issued and Class B Preferred Stock are convertible into one share outstanding as of Company Common Stockthe date of this Agreement. Each outstanding share of Class C the Senior Preferred Stock is convertible into one share of Company Common Stock. Each share of Series A Preferred Stock is convertible into 1.6 shares of Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject subject. Immediately prior to any repurchase option or restriction on transferthe Closing, the authorized and outstanding stock of the Company will be as set forth above, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III issuance of capital stock upon the exercise of Company stock options and restrictions on transfer imposed by virtue warrants outstanding as of applicable federal and state securities lawsthe date of this agreement. (b) Under the The Company has reserved 6,646,838 shares of Company Common Stock Plansfor issuance under its 1999 Stock Option Plan, of which options to purchase 1,483,040 shares2,375,567 shares are outstanding as of the date of this Agreement. The Company has reserved 2,672,400 shares of Company Common Stock for issuance under its 1995 Stock Plan, of which number includes 11,230 Class B warrants, options to purchase 1,875,400 shares are outstanding as of the date of this Agreement. Part 2.3(b) 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option stock option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Optionstock option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option stock option and the number of shares of Company Common Stock with respect to which such Company Option stock option is immediately exercisableexercisable and will be exercisable as of the Closing; (iii) the date on which such Company stock option was granted and the term of such Company Optionstock option; (iv) the vesting schedule for such Company Optionstock option; (v) the exercise price per share of Company Common Stock purchasable under such Company Optionstock option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except has been designated an "incentive stock option" as set forth defined in Part 2.3(b) Section 422 of the Disclosure Schedule, there Code. All Company stock options under the Company's 1999 Stock Option Plan and 1995 Stock Plan not exercised prior to the Closing will terminate at the Closing. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 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 its capital stock or any other securities, whether in connection with a change of control or otherwise; 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 capital stock or other securities of the Company, other than (x) warrants to purchase 279,807 shares of Common Stock, (y) warrants to purchase 166,666 shares of Series B Preferred Stock, and (x) warrants to purchase 7,285,000 shares of Series E Preferred Stock. (cd) All outstanding shares of Company Common Stock, Class A Stock and Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrantsstock 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 Contracts. (de) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the The Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Texas Business Corporation Law Act and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (ef) Except The authorized capital stock of Intelligent Reasoning Systems International, Inc., a Delaware corporation ("IRSII") consists of: (i) 10,000 shares of Common Stock, $0.001 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement; and no shares of Preferred Stock. All of the outstanding shares of common stock of IRSII have been duly authorized and validly issued, and are fully paid and non-assessable, and are owned free and clear of all Encumbrances by the Company. None of such shares are subject to a right of repurchase. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of IRSII; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of IRSII; (iii) Contract under which IRSII is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, whether in connection with a change of control or otherwise; 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 capital stock or other securities of IRSII. Neither the Company nor IRSII has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of IRSII. To the extent that any securities were reacquired by the Company or IRSII, such securities were reacquired in compliance with (i) the applicable provisions of all applicable Legal Requirements, and (ii) all requirements set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any applicable restricted stock or made any purchase agreements and other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statementsapplicable Contracts. (fg) Attached hereto The authorized capital stock of IRSI Japan K.K., a corporation organized under the laws of Japan ("IRSI Japan"), consists of: (i) 200 shares of Common Stock, $0.001 par value, of which 200 shares have been issued and are outstanding as Exhibit F is a true and correct list of the names, addresses date of this Agreement; and number no shares of shares owned by each Preferred Stock. All of the holders outstanding shares of record common stock of every class IRSI Japan have been duly authorized and series validly issued, and are fully paid and non-assessable, and are owned free and clear of all Encumbrances by IRSII. None of such shares are subject to a right of repurchase. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of IRSI Japan; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of IRSI Japan; (iii) Contract under which IRSI Japan is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, whether in connection with a change of control or otherwise; 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 capital stock or other securities of IRSI Japan. Neither the Company as nor IRSI Japan has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of IRSI Japan. To the most recent practicable dateextent that any securities were reacquired by the Company or IRSI Japan, such securities were reacquired in compliance with (i) the applicable provisions of all applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 170,000,000 shares of Common Stock Stock, $0.001 par value (with $.01 par valuethe “Company Common Stock”), of which 1,301,646 296,704 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 138,180,000 shares of Class A Preferred Stock (with Stock, $.01 0.001 par value), 2,347 of which 38,210,648 have been designated “Series A1 Convertible Preferred Stock,” of which 2,218 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), 1,506 of which 5,000,000 have been designated “Series B1 Convertible Preferred Stock,” of which 1,423 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) , 68,000 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is which have been designated “Series C Convertible Preferred Stock,” of which 8,000 shares have been issued and are outstanding as of the date of this Agreement: (i) the name , 800,000 of which have been designated “Series C1 Convertible Preferred Stock,” none of which are issued and outstanding as of the holder date of such Company Option; (ii) the total number this Agreement, 65,000,000 of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A have been designated “Series D Convertible Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, ,” of which 736,082 shares 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company are outstanding as of the most recent practicable date.date of this Agreement, 48,000,000 of which have been designated “Series D1 Convertible Preferred Stock,” of which 480,262 shares have been issued and are outstanding as of the date of this Agreement, 9,308,147 of which have been designated “Series E Convertible

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 75,000,000 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 8,299,015 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 50,356,750 shares of Class Company Preferred Stock, (A) of which 950,000 shares are designated as Series A Preferred Stock (with $.01 par value), and of which 38,210,648 shares 950,000 have been issued and are outstanding as of the date of this Agreement; (iiiB) 5,180,000 of which 10,406,750 shares of Class are designated as Series B Preferred Stock (with $.01 par value), and of which 5,000,000 shares 10,328,750 have been issued and are outstandingoutstanding as of the date of this Agreement; and 4,250,000 (C) of which 5,000,000 shares of Class are designated as Series C Preferred Stock (with $.01 par value), and of which 4,171,846 shares 5,000,000 have been issued and are outstanding. Every ten outstanding as of the date of this Agreement; (D) of which 22,000,000 shares of Class A are designated as Series D Preferred Stock and Class B of which 20,769,233 have been issued and are outstanding as of the date of this Agreement; and (E) of which 12,000,000 shares are designated as Series E Preferred Stock and of which 10,185,186 have been issued and are convertible into one share outstanding as of the date of this Agreement. There are no shares of Company Common Stock. Each outstanding share of Class C Preferred Capital Stock is convertible into one share of Company Common Stockheld in treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Each share of the shares Company Preferred Stock is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue convertible into one share of applicable federal and state securities lawsCompany Common Stock. (b) Under As of the date of this Agreement: 2,175,970 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. (Stock options granted by the Company Stock Planspursuant to its stock option plans and any stock options granted outside of the Company stock option plans are referred to in this Agreement as "Company Options.") The Company has delivered or made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company (or any of its predecessors) has ever granted stock options. Part 2.2(b) of the Company Disclosure Schedule accurately sets forth as of August 21, options 2001 the names of all persons who held outstanding Company Options, and sets forth for each person as of August 21, 2001 (i) the plans under which Company Options have been issued to purchase 1,483,040 sharessuch person (or indication that such Company Options were issued outside of the Company's stock option plans), which (ii) the number includes 11,230 Class B warrantsof vested Company Options held by such person, are outstanding (iii) a vesting schedule for the unvested Company Options held by such person, and (iv) the exercise prices for such Company Options. (c) Except for the Company Options and the Company Preferred Stock, and except as described in Part 2.2(c) of the Company Disclosure Schedule, as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may will become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) Contract under which the Company is or may will become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv. The Company has amended the terms of each security described in Part 2.2(c) of the Company Disclosure Schedule to the best extent necessary in order to permit its conversion into a subscription, option, call, warrant or other right to acquire shares of capital stock or other securities, or security, instrument or obligation that is or will become convertible into or exchangeable for any shares of the knowledge of the Companycapital stock or other securities, condition or circumstance that may give rise Contract to sell 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 otherwise issue any shares of capital stock or any other securities securities, as the case may be, of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 ContractsParent at Closing. (d) Except as set forth in Part 2.3(d2.2(d) of the Company Disclosure Schedule, none of the awards, grants or other agreements pursuant to which the Company has never repurchasedOptions were issued have provisions which accelerate the vesting or right to exercise such options upon the execution of this Agreement, redeemed or otherwise reacquired any shares of capital stock or other securities the consummation of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions transactions contemplated hereby or any other change 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 Contractscontrol. (e) The Company is not party to any Company Contract that obligates it to, and is not otherwise obligated to, repurchase or redeem any of its issued securities. Except as set forth in Part 2.3(e2.2(e) of the Company Disclosure Schedule, there is no voting trust or other arrangement to which the Company has not issued dividends, redeemed any stock or made any other distributionis a party, or carried out a stock splitof which the Company is aware, recapitalization or stock issuance with respect to the voting of any kind since the Company's last audited financial statementsCompany Capital Stock. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of There are no declared but unpaid dividends with respect to any shares owned by each of the holders of record of every class and series of capital stock of the Company as Capital Stock. (g) Each of the most recent practicable dateCompany's stockholders listed in Part 2.2(g) of the Company Disclosure Schedule is an "accredited investor" as defined in Rule 501 of the Securities Act of 1933, as amended.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 of 27,750,000 shares of Common Stock (with par value $.01 par value0.001 per share), of which 1,301,646 9,869,176 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 Agreement and of which 293,017 shares have been repurchased by the Company, 5,664,048 shares of Class Series A Preferred Stock (with par value $.01 par value0.001 per share), of which 38,210,648 5,487,046 shares have been issued and are outstanding and of which no shares have been repurchased by the Company as of the date of this Agreement, 3,750,000 shares of Series B Preferred Stock (par value $0.001 per share), of which 3,033,854 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 Agreement and 2,200,000 shares of Class B Series C Preferred Stock (with par value $.01 par value0.001 per share), 2,108,437 shares of which 5,000,000 shares have been issued and are outstanding; outstanding as of the date of this Agreement (the Company's Series A Preferred Stock, Series B Preferred Stock and 4,250,000 shares of Class Series C Preferred Stock (shall be collectively referred to herein as the "Company Preferred Stock" and, together with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of the Company Common Stock, shall be referred to as the "Company Stock"). No shares of Company Preferred Stock have been repurchased. Each outstanding share of Class C Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. As of the date of this Agreement, the outstanding shares of Company Stock and all of the outstanding shares of capital stock of the Subsidiary is held by the Persons, with the addresses of record and in the amounts set forth in Part 2.3(a) of the Disclosure Schedule. Part 2.3(a) of the Disclosure Schedule also provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. All of the stock of the Subsidiary owned by the Company is owned by the Company free and clear of any Encumbrance. All of the outstanding stock of the Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable, has been issued in compliance with all applicable Legal Requirements, including securities laws, and none was not issued in violation of the shares is or subject to any repurchase option preemptive rights or restriction other rights to subscribe for or purchase securities of such respective Subsidiary. There are no options, warrants or other rights outstanding to subscribe for or purchase any shares of the capital stock of the Subsidiary and the Subsidiary is not subject to any obligation, commitment, plan, arrangement or court or administrative order with respect to same. There are no preemptive rights applicable to any shares of capital of any of the Subsidiary. The Subsidiary does not have the right to vote on transferor approve the Merger or any of the other transactions contemplated herein. The Company has reserved 5,225,000 shares of Company Common Stock for issuance under its 1998 Stock Plan, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 1,599,104 shares are outstanding as of the date of this Agreement. Part 2.3(b2.3(c) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before has been designated an "incentive stock option" as defined in Section 422 of the Effective TimeCode. Except as set forth in Part 2.3(b2.3(d) of the Disclosure ScheduleSchedule accurately sets forth, there with respect to each warrant issued to any Person: (A) the name of the holder of such warrant; (B) the total number of shares of Company Stock that are subject to such warrant; (C) the number of shares of Company Stock with respect to which such warrant is immediately exercisable; and (D) the term of such warrant. There is no: (i) outstanding subscription, option, call, convertible note, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) except for the Company Preferred Stock, outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) . All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company WarrantsOptions, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the . The Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock Company Capital Stock as of the Company date of this Agreement consists of: of (i) 12,000,000 11,500,000 shares of Company Common Stock (with Stock, par value $.01 par value)0.00001 per share, of which 1,301,646 4,279,705 shares have been are issued and are outstanding as of the date of this Agreement; , (ii) 38,254,470 4,350,000 shares of Class A Preferred Stock (with preferred stock, par value $.01 par value)0.00001 per share, of which 38,210,648 (A) 371,396 shares have been designated as “Series A Preferred Stock” and of which 371,396 shares are issued and are outstanding as of the date of this Agreement; Agreement (iii) 5,180,000 shares of Class B the “Series A Preferred Stock (with $.01 par valueStock”), of which 5,000,000 (B) 1,071,240 shares have been designated as “Series B Preferred Stock” and of which 1,071,237 shares are issued and are outstanding; and 4,250,000 shares outstanding as of Class C the date of this Agreement (the “Series B Preferred Stock (with $.01 par valueStock”), of which 4,171,846 (C) 1,345,700 shares have been designated as “Series C Preferred Stock” and of which 1,345,700 shares are issued and outstanding as of the date of this Agreement (the “Series C Preferred Stock)” and (D) 1,135,650 shares have been designated as “Series D Preferred Stock” and of which no shares are outstandingissued and outstanding as of the date of this Agreement (the “Series D Preferred Stock,” and, collectively with the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, the “Company Preferred Stock”). Every ten outstanding The Company does not hold any shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. Each outstanding share An aggregate of Class C Preferred Stock is convertible into one share 2,788,333 shares of Company Common Stock are issuable upon conversion of the Company Preferred Stock. . (b) All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable and are free of any Encumbrances, and none other than those imposed by relevant securities laws. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any repurchase option preemptive right, right of participation, right of maintenance or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawsany similar right. (bc) Under Except for the Company’s 2016 Equity Incentive Plan, as amended (the “Company Plan”), the Company Stock Plansdoes not have any stock option plan or any other plan, options to purchase 1,483,040 sharesprogram, which number includes 11,230 Class B warrants, are outstanding as agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,217,700 shares of Company Common Stock for issuance under the Company Plan, of which 65,000 shares have been issued and are currently outstanding, 2,270,079 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 882,621 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Part 2.3(bSection 2.6(c) of the Company Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Optionoptionee; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect subject to which such Company Option is immediately exercisableat the time of grant; (iii) the term number of shares of Company Common Stock subject to such Company OptionOption as of the date of this Agreement; (iv) the vesting schedule for exercise price of such Company Option; (v) the exercise price per share of Company Common Stock purchasable under date on which such Company OptionOption was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viviii) whether such Company Option is subject an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to acceleration Caladrius an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on or before Section 2.6(c) of the Effective Time. Except Company Disclosure Schedule and except as set forth in Part 2.3(bon Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, 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 capital stock or other securities of the CompanyCompany or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (ce) All outstanding shares of Company Common Stock, Class A Company Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and other securities of the Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal RequirementsLaw, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 50,000,000 shares of common stock par value $0.0001 per share, (A) of which 35,000,000 shares are designated as Voting Common Stock (with $.01 par value"Company Voting Common Stock"), of which 1,301,646 3,093,202 shares have been issued and are outstanding as of the date of this Agreement, and (B) of which 5,000,000 shares are designated as Nonvoting Common Stock ("Company Nonvoting Common Stock"), of which 2,998,902 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 22,000,000 shares of Class preferred stock par value $0.0001 per share, (A) of which 2,000,000 shares are designated Series A Preferred Stock (with $.01 par value"Company Series A Preferred Stock"), of which 38,210,648 2,000,000 shares have been issued and are outstanding as of the date of this Agreement; , and (iiiB) 5,180,000 of which 18,146,420 shares of Class are designated Series B Preferred Stock (with $.01 par value"Company Series B Preferred Stock"), all of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 outstanding as of the date of this Agreement. The Company currently holds 585,866 shares of Class C Preferred Stock (with $.01 par value)its capital stock in its treasury, consisting of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding 546,484 shares of Class A Preferred Company Voting Common Stock and Class B Preferred Stock are convertible into one share 39,382 shares of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Nonvoting Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none nonassessable. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any repurchase right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or restriction on transfersimilar right with respect to), except for the repurchase option held any shares of Company Common Stock. The Company is not under any obligation, or bound by ▇▇▇▇ ▇. ▇▇▇▇▇any Contract pursuant to which it may become obligated, III and restrictions on transfer imposed by virtue to repurchase, redeem or otherwise acquire any outstanding shares of applicable federal and state securities lawsCompany Common Stock. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as As of the date of this Agreement, 142,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 2000 Equity Incentive Plan (the "Company Option Plan"). Part 2.3(b(Options to purchase shares of Company Common Stock are referred to in this Agreement as "Company Options.") Contemporaneously herewith, the Company has provided Parent with accurate and complete copies of the Disclosure Schedule accurately sets forthCompany Option Plan and all data relating to options granted thereunder. (c) As of the date of this Agreement, 932,072 shares of outstanding Company Common Stock are subject to forfeiture or a repurchase right in favor of the Company ("Restricted Stock"). Contemporaneously herewith, the Company has provided Parent with the following information with respect to each Company Option that is unvested share of Restricted Stock outstanding as of the date of this Agreement: (i) the name of the holder of such Company Optionholder; (ii) the total number date of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisableissue; (iii) the term applicable schedule for the lapsing of the repurchase right in favor of the Company (and the terms of any right to accelerate the lapsing of such Company Option; repurchase right). (ivd) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) of the Disclosure Schedulethis Section 3.1, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 the capital stock or other securities of the Company; or (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of thirty-six million five hundred fifty thousand (i36,550,000) 12,000,000 shares of Common Stock (with $.01 par value)shares, of which 1,301,646 thirty million (30,000,000) shares are of a class designated Common Stock with a par value of $.001 per share ("Company Common Stock") (of which 4,467,713 shares have been issued and are outstanding as of the date of this Agreement; ), and six million five hundred fifty thousand (ii6,550,000) 38,254,470 shares are of Class A a class designated Preferred Stock (with $.01 par value)Stock, of which 38,210,648 three million two hundred forty thousand (3,240,000) shares are of a series designated "Series A Preferred Stock", restated par value $0.001 per share (of which 3,240,000 shares have been issued and are outstanding as of the date of this Agreement; ), and three million three hundred ten thousand (iii3,310,000) 5,180,000 shares are of Class a series designated "Series B Preferred Stock Stock", par value $0.001 per share (with $.01 par value), of which 5,000,000 3,310,000 shares have been issued and are outstanding; and 4,250,000 shares outstanding as of Class C Preferred Stock (with $.01 par valuethe date of this Agreement), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Company Common Stock. The board of directors of the Company has not at any time declared, and, in connection with the transactions contemplated by this Agreement, the holders of Series A Preferred Stock and Series B Preferred Stock are not entitled to, any dividends with respect to the Series A Preferred Stock and Series B Preferred Stock. All of the outstanding shares of Company Common Stock, Class Series A Preferred Stock, Class B Preferred Stock and Class C Series B Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under the The Company has reserved 4,500,000 shares of Company Common Stock Plansfor issuance under its Stock Plan, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 434,985 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; Option and (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) . At the term of such Effective Time, each Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of , whether vested or unvested, shall be terminated, and all rights with respect to Company Common Stock purchasable under such outstanding Company Option; Options shall thereupon be terminated, and (vi) whether such the Company Option is subject Options shall no longer represent any interest in the Company, the Surviving Corporation or Parent or any right to acceleration on receive any other consideration from the Company, the Surviving Corporation or before the Effective TimeParent. Except as set forth in Part 2.3(b) 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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class Series A Preferred Stock and Series B Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company WarrantsOptions, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, all outstanding shares of capital stock or other securities of the Subsidiaries are owned of record and beneficially by the Company and 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 Contracts. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Subsidiaries; (iii) Contract under which any of the Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of any of the Subsidiaries. (e) Except as set forth in Part 2.3(d) of the Disclosure Schedule, none of the Acquired Corporations has never ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of any of the CompanyAcquired Corporations. 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, Requirements and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (aA) Attached hereto as Part 2.3 of the Company Disclosure Schedule is the list of all the holders of shares of capital stock of the Company setting forth, opposite the name of such holders, the number of shares of capital stock of the Company held by such holders. The authorized capital stock of the Company Company, as of the date hereof, consists of: of 434,000,000 shares, of which (i) 12,000,000 210,000,000 are shares of Class A Common Stock, $0.001 par value per share (the "CLASS A COMMON STOCK"), none of which are issued and outstanding, (ii) 87,000,000 are shares of Class B Common Stock, $0.001 par value per share (the "CLASS B COMMON STOCK"), none of which shares are issued and outstanding, (the Class A Common Stock and Class B Common Stock being collectively referred to as the "COMPANY COMMON STOCK"), and (with iii) 137,000,000 are shares of Preferred Stock, $.01 0.001 par valuevalue per share (the "COMPANY PREFERRED STOCK"), of which 1,301,646 87,000,000 are designated shares have been of Series A Preferred Stock, $0.001 par value per share, 85,270,402 of which are issued and are outstanding as outstanding. The Company has also issued the Promissory Notes, each of which is convertible into equity securities of the date of this Agreement; Company in accordance with its terms. (iiB) 38,254,470 shares of Class A Preferred Stock (with $.01 par value)The rights, of which 38,210,648 shares have been issued preferences, privileges and are outstanding as restrictions of the date Company Shares are as stated in the certificate of this Agreement; (iii) 5,180,000 shares incorporation of Class B Preferred Stock (with $.01 par value)the Company, of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstandingas amended. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of The Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into Class B Common Stock on a one-for-one share basis as of Company Common Stockthe date hereof. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock Shares (i) have been duly authorized and validly issued, and are fully paid and non-assessableassessable and free of any Encumbrances, and none of PROVIDED, HOWEVER, that the shares is Company Shares may be subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) of the Disclosure ScheduleBylaws, there is no: (i) outstanding subscriptionthe Stockholders' Agreement dated August 3, option, call, warrant 2001 or right (whether or not currently exercisable) to acquire any shares of 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) all applicable state and/or federal securities laws and other applicable Legal Requirements, and (ii) all requirements set forth were issued and sold in accordance with federal and applicable Contracts. (d) Except as set forth state securities laws and were not issued in Part 2.3(d) violation of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock statutory preemptive or other securities of similar rights granted by the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions There are no outstanding subscriptions, warrants, options, calls, rights of the Delaware General Corporation Law and all other applicable Legal Requirementsfirst offer, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) rights of the Disclosure Schedulefirst refusal, the Company has not issued dividendstag along rights, redeemed any stock or made any other distributiondrag along rights, or carried out a stock split, recapitalization commitments or stock issuance rights of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of character relating to or entitling any person to purchase or otherwise acquire any shares owned by each of the holders of record of every class and series of capital stock of the Company as directly from the Company and there are no obligations or securities having the right to vote on any matters on which the stockholders may vote or convertible into or exchangeable for shares of capital stock of the most recent practicable dateCompany or any commitments of any character relating to or entitling any person to purchase or otherwise acquire any such obligations or securities from the Company. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale or voting of the outstanding shares of Company Shares to which the Company is a party and to which any other Person is a party. There are no Contracts under which the Company is obligated to repurchase, redeem or otherwise acquire any Company Shares. The Company has not declared or paid any dividends on any shares of its capital stock.

Capitalization, Etc. (a) The authorized capital stock of the Company DocuMagix consists of: (i) 12,000,000 26,000,000 shares of Common Stock (with $.01 no par value) ("DocuMagix Common Stock"), of which 1,301,646 3,455,879 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 18,552,182 shares of Class A Preferred Stock (with $.01 no par value) ("DocuMagix Preferred Stock"), (A) 3,300,000 of which 38,210,648 have been designated "Series A Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, (B) 1,521,000 of which have been designated "Series B Preferred Stock," of which 1,519,019 shares have been issued and are outstanding as of the date of this agreement, (C) 4,438,000 of which have been designated "Series C Preferred Stock," of which 4,432,978 shares have been issued and are outstanding as of the date of this Agreement; , (iiiD) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), 6,600,000 of which 5,000,000 have been designated "Series D Preferred Stock," of which 6,567,951 shares have been issued and are outstanding; and 4,250,000 shares outstanding as of Class C Preferred Stock the date of this Agreement, (with $.01 par value), E) 568,182 of which 4,171,846 have been designated "Series E Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, (F) 1,375,000 of which have been designated "Series F Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, and (G) 750,000 of which have been designated "Series G Preferred Stock," of which 150,000 shares have been issued and are outstandingoutstanding as of the date of this Agreement. Every ten outstanding shares The rights, preferences, privileges and restrictions of Class A the DocuMagix Common Stock and the DocuMagix Preferred Stock and Class B Preferred Stock (including each series thereof) are convertible into one share of Company Common Stockas stated in the Restated Articles. Each outstanding share of Class C DocuMagix Preferred Stock other than DocuMagix Series D Preferred Stock is convertible into one share of Company DocuMagix Common Stock. Each outstanding shares of DocuMagix Series D Preferred Stock is convertible into 1.016395022 shares of DocuMagix Common Stock. All of the outstanding shares of Company DocuMagix Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C DocuMagix Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b2.3(a) of the Disclosure Schedule, there is no: (iiii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyDocuMagix; (iiiv) repurchase option which is held by DocuMagix to any outstanding shares of DocuMagix capital stock; (v) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyDocuMagix; (iiivi) Contract under which the Company DocuMagix is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivvii) written claim or demand delivered to the best of the knowledge of the Company, condition DocuMagix that would reasonably be expected to or circumstance that may will 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 capital stock or other securities of DocuMagix (including preemptive rights, conversion rights and rights of first refusal). Part 2.3(a) of the CompanyDisclosure Schedule sets forth the names of the DocuMagix's shareholders and the number of shares of DocuMagix stock owned of record by each of such shareholders. (b) DocuMagix has reserved 3,011,139 shares of DocuMagix Common Stock for issuance under the Option Plan, of which stock options to purchase 2,678,746 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each stock option and each warrant issued by DocuMagix (a "DocuMagix Warrant") that is outstanding as of the date of this Agreement: (i) the name of the 13 10 holder of such stock option or warrant; (ii) the total number of shares and class of DocuMagix capital stock that are subject to such stock option or warrant and the number of shares of DocuMagix capital stock with respect to which such stock option or warrant is immediately exercisable; (iii) the date on which such stock option or warrant was granted and the term and expiration date of such stock option or warrant; (iv) the vesting schedule for such stock option or warrant; (v) the exercise price per share of DocuMagix capital stock purchasable under such stock option or warrant and (vi) whether such stock option or warrant has been designated an "incentive stock option" as defined in Section 422 of the Code or is a non-qualified option. Part 2.3(b) of the Disclosure Schedule accurately identifies each Bridge Warrant as such. All stock options of DocuMagix have been issued pursuant to the Option Plan. The Bridge Warrants, that certain Warrant to Purchase Stock issued to Silicon Valley Bank, dated July 14, 1996, exercisable for 36,585 shares of DocuMagix Series F Preferred Stock (the "SVB Warrant") and that certain Warrant to Purchase Shares of Series G Preferred Stock issued to Open Market, Inc., dated October 28, 1996, exercisable for 600,000 shares of Series G Preferred Stock (the "OMI Warrant") comprise all of the DocuMagix Warrants. (c) All outstanding shares of Company DocuMagix Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C DocuMagix Preferred Stock and all outstanding Company DocuMagix Options and Company DocuMagix Warrants, have been issued and granted in compliance with (i) all applicable state and federal securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contractslaws. (d) Except as set forth in Part 2.3(d) 2.3 of the Disclosure Schedule, the Company DocuMagix has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the CompanyDocuMagix. All securities so reacquired by the Company DocuMagix were reacquired in compliance with (i) the applicable provisions of the Delaware California General Corporation Law and all other applicable Legal Requirementsstate and federal securities laws, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in To the best of knowledge of DocuMagix and the Designated Shareholders, each Bridge Holder has good and valid title to the Bridge Warrant identified on Part 2.3(e2.3(b) of the Disclosure ScheduleSchedule as being held by such Bridge Holder, free and clear of all liens and other Encumbrances. There is no legal action, suit, proceeding, claim or governmental investigation pending or, to the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list best of the namesknowledge of DocuMagix and the Designated Shareholders, addresses and number threatened against any Bridge Holder that questions the right of shares owned by each such holder to surrender such holder's Bridge Warrant in exchange for the consideration described in Section 1.7, nor is such holder aware that there is any basis for any of the holders of record of every class and series of capital stock of the Company as of the most recent practicable dateforegoing.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the Company date of this Agreement consists of: of (i) 12,000,000 50,000,000 shares of CombiMatrix Common Stock (with Stock, par value $.01 par value)0.001 per share, of which 1,301,646 2,918,726 shares have been issued and are outstanding as of the date of this Agreement; , and (ii) 38,254,470 5,000,000 shares of Class A convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock (with $.01 par valueStock”), of which 38,210,648 (A) 4,000 shares have been issued and designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement; , (iiiB) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 2,000 shares have been issued and are outstanding; and 4,250,000 designated Series B Preferred Stock, none of which shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class Series B Preferred Stock are convertible into one outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share of Company Common Stock. Each outstanding share of Class C CombiMatrix Series F Preferred Stock is convertible into one share the number of Company shares of CombiMatrix Common StockStock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company CombiMatrix Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and none (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the shares is subject to any repurchase option or restriction on transferCombiMatrix Disclosure Schedule lists, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part , (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant. (b) Except as set forth in Section 2.3(b) of the CombiMatrix Disclosure Schedule, (i) none of the outstanding shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right, (ii) none of the outstanding shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock is subject to any right of first refusal in favor of CombiMatrix, (iii) there are no outstanding bonds, debentures, notes or other indebtedness of CombiMatrix having a right to vote on any matters on which the CombiMatrix stockholders have a right to vote, and (iv) there is no CombiMatrix Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock. Except as set forth in Section 2.3(b) of the CombiMatrix Disclosure Schedule, CombiMatrix is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of CombiMatrix Common Stock, CombiMatrix Preferred Stock, CombiMatrix Warrants or other securities. Section 2.3(b) of the CombiMatrix Disclosure Schedule accurately and completely lists all repurchase rights held by CombiMatrix and specifies (i) each holder of CombiMatrix Common Stock (including shares issued pursuant to the exercise of stock options), CombiMatrix Preferred Stock or CombiMatrix Warrant subject to such repurchase right, (ii) the original date of purchase of such CombiMatrix Common Stock, CombiMatrix Preferred Stock or CombiMatrix Warrant, (iii) the number of shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock or shares underlying CombiMatrix Warrants subject to such repurchase rights, (iv) the purchase price paid by such holder, (v) any vesting schedule under which such repurchase rights lapse, and (vi) whether, to the Knowledge of CombiMatrix, the holder of such CombiMatrix Common Stock or CombiMatrix Preferred Stock subject to such repurchase right filed an election under Section 83(b) of the Code with respect to such CombiMatrix Common Stock or CombiMatrix Preferred Stock within thirty (30) days of purchase. (c) Except for the CombiMatrix 2006 Stock Incentive Plan (the “2006 Plan”), and except as set forth in Section 2.3(c) of the CombiMatrix Disclosure Schedule, CombiMatrix does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. CombiMatrix has reserved 600,000 shares of CombiMatrix Common Stock for issuance under the 2006 Plan. Of such reserved shares of CombiMatrix Common Stock, (i) 823 shares have been previously issued pursuant to the exercise of options, (ii) 34,246 shares have been previously issued pursuant to the settlement of RSUs, (iii) 97 shares have been previously issued pursuant to the grants of restricted stock, (iv) options to purchase 64,310 shares have been granted and are currently outstanding, (v) 98,049 shares are issuable upon settlement of currently outstanding RSUs, and (vi) 402,475 shares of CombiMatrix Common Stock remain available for future award grants pursuant to the 2006 Plan. Section 2.3(c) of the CombiMatrix Disclosure Schedule sets forth, forth the following information (A) with respect to each Company CombiMatrix Option that is outstanding as of the date of this Agreement: (i1) the name of the holder of such Company Optionoptionee; (ii2) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company CombiMatrix Common Stock with respect subject to which such Company CombiMatrix Option is immediately exercisableas of the date of this Agreement; (iii3) the term exercise price of such Company CombiMatrix Option; (iv4) the date on which such CombiMatrix Option was granted; (5) the vesting schedule for applicable to such Company CombiMatrix Option, including the number of vested and unvested shares and whether by its terms the vesting of such CombiMatrix Option would be accelerated by the Contemplated Transactions; (v6) the exercise price per share of Company Common Stock purchasable under date on which such Company OptionCombiMatrix Option expires; and (vi7) whether such Company CombiMatrix Option is subject an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (B) with respect to acceleration each CombiMatrix RSU outstanding as of the date of this Agreement: (1) the name of the holder; (2) the number of shares of CombiMatrix Common Stock issuable upon settlement of the RSU as of the date of this Agreement; (3) the date on or before which such CombiMatrix RSU was granted; (4) the Effective Timevesting schedule applicable to such CombiMatrix RSU, including the extent vested to date and whether by its terms the vesting of such CombiMatrix RSU would be accelerated by the Contemplated Transactions; and (5) the date on which such CombiMatrix RSU expires. CombiMatrix has made available to Invitae an accurate and complete copy of the 2006 Plan and forms of all stock option agreements and RSU agreements approved for use thereunder. Except as set forth in Part 2.3(bSection 2.3(c) of the CombiMatrix Disclosure Schedule or as contemplated by Section 1.5 of this Agreement, no vesting of CombiMatrix Options or CombiMatrix RSUs will accelerate in connection with the execution of this Agreement or the closing of the Contemplated Transactions. (d) Except for the outstanding CombiMatrix Options and CombiMatrix RSUs identified in Section 2.3(c) of the CombiMatrix Disclosure Schedule and for the outstanding CombiMatrix Warrants and CombiMatrix Series F Preferred Stock identified in Section 2.3(a) of the CombiMatrix Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCombiMatrix or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCombiMatrix or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company CombiMatrix or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the CompanyCombiMatrix or any of its Subsidiaries. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation or other similar rights with respect to CombiMatrix or any of its Subsidiaries. (ce) All outstanding shares of Company CombiMatrix Common Stock, Class A Stock and CombiMatrix Preferred Stock, Class B Preferred Stock and Class C Preferred Stock as well as all CombiMatrix Options, CombiMatrix RSUs, CombiMatrix Warrants and all outstanding Company Options and Company Warrantsother securities of CombiMatrix, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. . CombiMatrix has delivered to Invitae accurate and complete copies of all outstanding CombiMatrix RSUs and CombiMatrix Warrants (d) Except as set forth in Part 2.3(d) other than the CombiMatrix Series F Warrants). CombiMatrix has delivered to Invitae an accurate and complete copy of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares form of 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 RequirementsCombiMatrix Series F Warrant, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of there are no deviations between the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance terms of any kind since outstanding CombiMatrix Series F Warrants and the Company's last audited financial statementsterms reflected in such form. (f) Attached hereto With respect to the Merger as Exhibit a Fundamental Transaction (as defined in CombiMatrix’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock as in effect on the date of this Agreement—the “CombiMatrix Series F Preferences Certificate”): (i) the Fundamental Transaction Amount (as defined in the CombiMatrix Series F Preferences Certificate) is a true and correct list of the names, addresses and number of shares owned of Invitae Common Stock equal to the product of (x) the Exchange Ratio multiplied by each (y) the number of shares of CombiMatrix Common Stock underlying a share of outstanding CombiMatrix Series F Preferred Stock on the date immediately prior to the Effective Time; and (ii) such foregoing product is greater than 130% of the holders Stated Value (as defined in the CombiMatrix Series F Preferences Certificate) of record a share of every class and series of capital stock outstanding CombiMatrix Series F Preferred Stock on the date of the Company as of the most recent practicable dateEffective Time.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 25,000,000 shares of Company Common Stock (with $.01 0.001 par value), of which 1,301,646 7,340,863 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 5,372,500 shares of Class A Company Preferred Stock (with $.01 0.001 par value), ) which have been designated "Series A Preferred Stock," of which 38,210,648 5,335,000 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 3,100,000 shares of Class B Company Preferred Stock (with $.01 0.001 par value), ) which have been designated "Series B Preferred Stock," of which 5,000,000 2,884,448 shares have been issued and are outstandingoutstanding as of the date of this Agreement; and 4,250,000 (iv) 4,100,000 shares of Class C Company Preferred Stock (with $.01 0.001 par value), ) which have been designated "Series C Preferred Stock," of which 4,171,846 3,992,497 shares have been issued and are outstandingoutstanding as of the date of this Agreement. Every ten Except as contemplated by the Recapitalization Transaction (as defined in Section 4.4 hereof), each outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under The Company has reserved 4,929,449 shares of Company Common Stock for issuance under the Company Stock PlansPlan, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 3,364,955 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and ; (iii) the number of shares of Company Common Stock with respect to date on which such Company Option is immediately exercisable; (iii) was granted and the term of such Company Option; (iv) the vesting schedule commencement date for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before has been designated an "incentive stock option" as defined in Section 422 of the Effective TimeCode. Except as set forth in Part 2.3(b) 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 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 the capital stock or other securities of the CompanyCompany or the Subsidiary; (iii) Contract under which the Company any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 11. the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Companyany Acquired Corporation. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. Except as set forth on Part 2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of any Acquired Company, nor other rights to subscribe for or purchase securities of any Acquired Company. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the no Acquired Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities securities, other than a repurchase of unvested shares and shares subject to repurchase rights on the Companytermination of employment or consulting services. All securities so reacquired by the Acquired 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 30,000,000 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 16,184,486 shares have been issued and are outstanding as of the date of this AgreementAgreement (and of which an additional 511,200 shares are held in the Company's treasury); and (ii) 38,254,470 10,000,000 shares of Class A Company Preferred Stock (with $.01 par value)Stock, of which 38,210,648 (A) 4,000,000 shares have been designated Series A Convertible Preferred Stock, of which 910,822 shares have been issued and are outstanding as of the date of this Agreement; Agreement and (iiiB) 5,180,000 30,000 shares of Class have been designated Series B Junior Participating Preferred Stock (with $.01 par value)Stock, of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and none are outstanding. Every ten outstanding Since December 31, 1995, 1,132,050 shares of Class A Company Preferred Stock and Class B Preferred Stock are convertible have been converted into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share 1,132,050 shares of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Timenonassessable. Except as set forth in Part 2.3(b3.3(a)(ii) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant Schedule or right (whether or not currently exercisable) to acquire where the existence of any shares of the capital stock following (y) has not resulted in the imposition on or other securities of incurrence by the Company; (ii) outstanding security, instrument and could not reasonably be expected to result in the imposition on or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of incurrence by the Company; (iii) Contract under which , Parent, the Company is or may become obligated to sell or otherwise issue any shares of its capital stock Surviving Corporation or any other securities; Subsidiary of Parent, of any Accrued Liability or Potential Liability, and (ivz) has not given rise to the best of the knowledge of the Company, condition or circumstance that may and could not reasonably be expected 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 capital stock or other securities of the Company or any other claim against the Company. : (ci) All none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Capital Stock. The Company is not under any obligation, Class A and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock. (b) As of the date of this Agreement: (i) 30,000 shares of Company Preferred Stock, Class designated as Series B Junior Participating Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company WarrantsStock, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and are reserved for future issuance upon exercise of Rights; (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any 94,000 shares of capital Company Common Stock are subject to issuance pursuant to 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 options granted and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since outstanding under the Company's last audited financial statements1992 Stock Option Plan; (iii) 1,145,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1996 Stock Option Plan; (iv) 1,870,655 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 2000 Stock Option Plan; and (v) 742,500 shares of Company Common Stock are subject to issuance pursuant to exercise of Company 15. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 150,000,000 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 19,923,992 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 96,100,000 shares of Class A Company Preferred Stock Stock, (with $.01 par value), A) 11,000,000 of which 38,210,648 have been designated “Series A-1 Preferred Stock,” of which 10,723,075 shares have been issued and are outstanding as of the date of this Agreement; , (iiiB) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), 15,000,000 of which 5,000,000 shares have been designated “Series B-1 Preferred Stock,” of which 14,712,512 have been issued and are outstanding; and 4,250,000 shares outstanding as of Class C Preferred Stock the date of this Agreement, (with $.01 par value), C) 5,000,000 of which 4,171,846 shares have been designated “Series B-2 Preferred Stock,” of which 4,972,385 have been issued and are outstanding. Every ten outstanding shares as of Class A the date of this Agreement, (D) 25,000,000 of which have been designated “Series C-1 Preferred Stock Stock,” of which 24,744,115 have been issued and Class B are outstanding as of the date of this Agreement, (E) 2,100,000 of which have been designated “Series C-2 Preferred Stock Stock,” of which 2,088,994 have been issued and are convertible into one share outstanding as of Company Common the date of this Agreement, and (F) 38,000,000 of which have been designated “Series D Preferred Stock,” of which 13,697,981 have been issued and are outstanding as of the date of this Agreement. Each outstanding share of Class C Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3(a) of the shares is subject to any repurchase option or restriction on transfer, except for Disclosure Schedule provides an accurate and complete list of the repurchase option held name of and last address known by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company for each Stockholder, the number and class of Company Capital Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding owned by such Stockholder as of the date of this Agreement, the date such Company Capital Stock was purchased, the price paid per share, the form of consideration used (if not cash). The Company has delivered to Parent accurate and complete copies of, and Part 2.3(a) of the Disclosure Schedule lists, all Contracts pursuant to which the Company has a right to repurchase any shares of Company Capital Stock. (b) Immediately prior to the Effective Time, Company Options to purchase an aggregate of 10,548,144 shares of Company Common Stock were outstanding and Company Warrants to purchase an aggregate of 62,000 shares of Company Common Stock were outstanding. The Company Options under the Company’s 1999 Stock Option/Stock Issuance Plan shall, in connection with the Merger, be treated in the manner set forth in Section 1.6. Each of the Company Warrants for Company Common Stock shall terminate upon the consummation of the Merger. As of the date of this Agreement, Company Warrants to purchase an aggregate of 1,727,685 shares of Series D Preferred Stock were outstanding, with an aggregate exercise price of $466,474.95. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option Warrant that is outstanding as of the date of this Agreement: (i1) the name of the holder of such Company OptionWarrant; (ii2) the total number of shares of the Company's common stock (the "Company Common Stock") Series D Preferred Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisableWarrant; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v3) the exercise price per share of Company Common Series D Preferred Stock purchasable under such Company OptionWarrant; and (vi4) whether the expiration date of such Company Option is subject Warrant. The Company has delivered to acceleration on or before the Effective TimeParent accurate and complete copies of each Company Warrant. Except as set forth in this Section 2.3(b) and in Part 2.3(b) of the Disclosure Schedule, there is no: (iw) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (iix) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iiiy) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivz) 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 capital stock or other securities of the Company. (c) All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Capital Stock have been duly authorized and Class C Preferred Stock validly issued and all outstanding Company Options are fully paid and Company Warrantsnonassessable, have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal RequirementsRequirements 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. All outstanding Company Options, Company Warrants and other securities of the Company were duly authorized, have been granted or issued (iias applicable) in compliance with all requirements set forth federal, state and foreign securities laws and other Legal Requirements and were not issued in applicable Contracts. (d) violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the Company. Except as set forth in on Part 2.3(d2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of the Company. (d) The Company has never repurchaseddeclared or paid a dividend or redeemed, redeemed repurchased or otherwise reacquired any shares of capital stock Company Capital Stock or other securities security other than repurchases at cost from former employees in accordance with the terms 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 such employees’ purchase agreements and other applicable Contractsagreements. (e) Except as set forth in Section 1.6 or Part 2.3(e) of the Disclosure Schedule, no stock plan, stock purchase agreement, stock option agreement, employment agreement or other Contract between the Company has not issued dividendsand any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions, redeemed the Company’s repurchase rights or other terms of such Contract as the result of (i) termination of employment (whether actual or constructive); (ii) any stock Acquisition Transaction; or made (iii) the occurrence of any other distribution, event or carried out a stock split, recapitalization or stock issuance combination of any kind since the Company's last audited financial statementsevents. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company as of immediately prior to the Effective Time (giving effect to all conversions that occur immediately prior to the Effective Time) consists of: (i) 12,000,000 210,000,000 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of Class A Preferred Stock (with $.01 par value), of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 18,912,381 shares have been issued and are outstanding; and 4,250,000 (ii) 213,880,400 shares of Class C Company Preferred Stock Stock, (with $.01 par value)A) 18,600,000 shares of which have been designated as Series A Preferred Stock, of which 4,171,846 18,599,372 shares have been issued and are outstanding; (B) 18,600,000 shares of which have been designated as Series AX Preferred Stock, of which no shares have been issued or are outstanding; (C) 5,540,200 shares of which have been designated as Series B Preferred Stock, of which 5,540,200 shares have been issued and are outstanding; (D) 5,540,200 shares of which have been designated as Series BX Preferred Stock, of which no shares have been issued or are outstanding; (E) 5,000,000 shares of which have been designated as Series C Preferred Stock, of which 3,863,636 shares have been issued and are outstanding; (F) 5,000,000 shares of which have been designated as Series CX Preferred Stock, of which 1,136,364 shares have been issued and are outstanding; (G) 6,300,000 shares of which have been designated as Series D Preferred Stock, which shares of Series D Preferred Stock are further designated into subseries as follows: (a) 1,171,000 shares of which are designated as Series D-1 Preferred Stock, of which 1,016,510 shares have been issued and are outstanding; (b) 1,274,000 shares of which are designated as Series D-2 Preferred Stock, of which 1,035,281 shares have been issued and are outstanding; (c) 1,841,000 shares of which are designated as Series D-3 Preferred Stock, of which 1,547,539 shares have been issued and are outstanding; (d) 176,000 shares of which are designated as Series D-4 Preferred Stock, of which 167,192 shares have been issued and are outstanding; (e) 404,000 shares of which are designated as Series D-5 Preferred Stock, of which 400,716 shares have been issued and are outstanding; (f) 1,434,000 shares of which are designated as Series D-6 Preferred Stock, of which 917,236 shares have been issued and are outstanding; (H) 6,300,000 shares of which have been designated as Series DX Preferred Stock, which shares of Series DX Preferred Stock are further designated into subseries as follows: (a) 1,171,000 shares of which are designated as Series D-1X Preferred Stock, of which 150,805 shares have been issued and are outstanding; (b) 1,274,000 shares of which are designated as Series D-2X Preferred Stock, of which 25,746 shares have been issued and are outstanding; (c) 1,841,000 shares of which are designated as Series D-3X Preferred Stock, of which no shares have been issued or are outstanding; (d) 176,000 shares of which are designated as Series D-4X Preferred Stock, of which no shares have been issued or are outstanding; (e) 404,000 shares of which are designated as Series D-5X Preferred Stock, of which no shares have been issued or are outstanding; (f) 1,434,000 shares of which are designated as Series D-6X Preferred Stock, of which 500,000 shares have been issued and are outstanding; (I) 6,500,000 shares of which have been designated as Series E Preferred Stock, of which 2,539,667 shares have been issued and are outstanding; (J) 6,500,000 shares of which have been designated as Series EX Preferred Stock, of which 1,444,923 shares have been issued and are outstanding; and (K) 130,000,000 shares of which have been designated as Series F Preferred Stock, of which 63,043,491 shares have been issued and are outstanding. Every ten outstanding Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and nonassessable. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (i) none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock or any other securities. Part 2.3(a)(iii) of the Disclosure Schedule provides an accurate summary of the terms of each repurchase option or restriction on transfer, except for the repurchase option which is held by ▇▇▇▇ ▇. ▇▇▇▇▇, III the Company and restrictions on transfer imposed by virtue to which any of applicable federal and state securities lawsthe shares of Company Capital Stock is subject. (b) Under Immediately prior to the Effective Time (giving effect to all terminations that occur immediately prior to the Effective Time), 10,909,020 shares of Company Common Stock Plans, are subject to issuance pursuant to stock options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are granted and outstanding as of under the date of this AgreementCompany’s Second Amended and Restated 2000 Stock Incentive Plan. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) forth the name of the holder holder, the vesting schedule, the exercise price, the expiration date, the shares underlying and the tax status (i.e., incentive stock option or non-qualified stock option) of such each outstanding Company Option; (ii) . The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the total number of shares of the Company's common Company has ever granted stock (the "Company Common Stock") that is subject to such Company Option options, and the number forms of shares of Company Common Stock with respect to which all stock option agreements evidencing such Company Option is immediately exercisable; options. (iiic) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b2.3(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 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any all outstanding shares of capital stock or stock, options, warrants and other securities of the Company. All securities so reacquired by the Company were reacquired have been issued and granted in compliance with (i) the all applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirementssecurities laws, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividendsnever repurchased, redeemed or otherwise reacquired any stock shares of Company Capital Stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance securities of any kind since the Company's last audited financial statements. All securities so reacquired by the Company were reacquired in compliance with (i) all applicable federal and state securities laws, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) Attached hereto as Exhibit F is a true and correct list Immediately prior to the effective time of the namesShort-Form Merger, addresses the Company owned 100% of all the equity interests in South Seas Corporation and number no non-equity securities of South Seas Corporation were outstanding, and no other Person had or currently has any basis to assert a claim to the effect that such Person was or is entitled to acquire or receive any shares owned by each of the holders of record of every class and series of capital stock or other securities of the Company as of the most recent practicable dateSouth Seas Corporation.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) 12,000,000 shares of an unlimited number of Company Common Stock (with $.01 par value)Shares, of which 1,301,646 54,665,412 shares have been issued and are outstanding as of the date of this Agreement; (ii) 38,254,470 shares of , 35,821,807 Class A Convertible Preferred Stock (with $.01 par value)Shares, 35,821,807 of which have been issued and are outstanding as of the date of this Agreement, 11,310,903 Class B Convertible Preferred Shares, of which 38,210,648 11,310,903 shares have been issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 shares of Agreement and 17,139,240 Class B C Convertible Preferred Stock (with $.01 par value)Shares, of which 5,000,000 shares 17,139,240 have been issued and are outstanding; and 4,250,000 shares outstanding as of Class C Preferred Stock (with $.01 par value), the date of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockthis Agreement. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessable, and . Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the shares outstanding Company Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding Company Shares is subject to any right of first refusal or similar right in favor of the Company or any other Person; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Company Shares. None of the Company Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Company Shares or any other securities. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option or restriction on transfer, except for the repurchase option which is held by ▇▇▇▇ ▇the Company and to which any of the Company Shares is subject. ▇▇▇▇▇, III Each Class A Convertible Preferred Share and restrictions on transfer imposed by virtue Class C Convertible Preferred Share in the share capital of applicable federal and state securities lawsthe Company is convertible into one Company Common Share. Each Class B Convertible Preferred Share in the share capital of the Company is convertible into 1.0884103 Company Common Shares. (b) Under As of the date of this Agreement, 8,167,566 Company Common Shares are subject to issuance pursuant to outstanding Company Options. Part 2.3(b) of the Company Stock PlansDisclosure Schedule sets forth accurate and complete information with respect to the holder, options to purchase 1,483,040 sharesthe vesting, which the exercise price, the expiration date and the number includes 11,230 Class B warrants, are of underlying shares of each Company Option outstanding as of the date of this Agreement. Part 2.3(b) All outstanding Company Options were granted pursuant to the terms of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as Plan. The Company has delivered or made available to Parent an accurate and complete copy of the date Company Option Plan. The Company Option Plan is binding upon and enforceable by the Company against all holders of this Agreement: Company Options, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the name enforcement of the holder of such Company Option; creditors’ rights generally, and (ii) the total number rules of shares of the Company's common stock law governing specific performance, injunctive relief and other equitable remedies. (the "Company Common Stock"c) that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on or before the Effective Time. Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyCompany Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyCompany Acquired Corporations; (iii) Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 (A) any shares of capital stock or other securities of any of the CompanyCompany Acquired Corporations, or (B) any portion of any Share Consideration or other consideration payable in connection with the Arrangement (other than in respect of outstanding Company Shares as set forth in Section 2.3(a)). (cd) All outstanding shares of Company Common Stockcapital stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding options, warrants and other securities of the Company Options and Company Warrants, Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Contracts. (de) Except All of the outstanding shares of each of the Company’s Subsidiaries, other than the 410 Holdings Acquired Corporations, have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and except as set forth in Part 2.3(d2.3(e) of the Company Disclosure Schedule, are owned beneficially and of record by the Company, free and clear of any Encumbrances. (f) Since January 1, 2006, except as set forth in Part 2.3(f) of the Company Disclosure Schedule, none of the Company Acquired Corporations has never ever repurchased, redeemed or otherwise reacquired any shares of capital stock Company Shares or other securities of any Company Acquired Corporation, other than Company Options forfeited by employees of the CompanyCompany in connection with the termination of such employee’s employment with a Company Acquired Corporation. All securities so reacquired by the Company or any other Company Acquired Corporation were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all material requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (iA) 12,000,000 50,000,000 shares of Common Stock (with $.01 par value)Stock, of which 1,301,646 3,457,095 shares have been issued and are outstanding as of the date of this Agreement; and (B) 37,399,827 shares of Preferred Stock, 19,598,969 shares of which are issued and outstanding as of the date of this Agreement, (i) 548,847 of which have been designated "Series I Preferred Stock," all of which shares have been issued and are outstanding as of the date of this Agreement and are convertible into an aggregate of 548,847 shares of Common Stock, (ii) 38,254,470 1,200,000 of which have been designated "Series II Preferred Stock," all of which shares have been issued and are outstanding as of the date of this Agreement and are convertible into an aggregate of 1,200,000 shares of Class Common Stock, (iii) 1,200,000 of which have been designated "Series II-A Preferred Stock (with $.01 par value), Stock," none of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; , (iiiiv) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), 5,882,353 of which 5,000,000 have been designated "Series III Preferred Stock," of which 4,391,175 shares have been issued and are outstanding; outstanding as of the date of this Agreement and 4,250,000 are convertible into an aggregate of 6,426,586 shares of Class C Preferred Stock Common Stock, (with $.01 par value), v) 5,882,353 of which 4,171,846 have been designated "Series III-A Preferred Stock," none of which shares have been issued and are outstanding. Every ten outstanding as of the date of this Agreement, (vi) 1,176,470 of which have been designated "Series IV Preferred Stock," none of which shares have been issued and are outstanding as of Class the date of this Agreement, (vii) 1,176,470 of which have been designated "Series IV-A Preferred Stock Stock," none of which shares have been issued and Class B are outstanding as of the date of this Agreement, (viii) 7,000,000 of which have been designated "Series V Preferred Stock Stock," of which 2,981,852 shares have been issued and are outstanding as of the date of this Agreement and are convertible into one share an aggregate of Company 3,681,294 shares of Common Stock. Each , and (ix) 13,333,334 of which have been designated "Series VI Preferred Stock," of which 10,477,095 shares have been issued and are outstanding share as of Class C Preferred Stock is the date of this Agreement and are convertible into one share an aggregate of Company 19,644,538 shares of Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3 of the Company Disclosure Schedule (i) sets forth the name of each Shareholder of the Company and the number and type of all shares of Company Common Stock and Company Preferred Stock held by such Shareholder and (ii) provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under The Company has reserved 12,764,396 shares of Company Common Stock for issuance under the Company Stock Option Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as . As of the date of this Agreement, of such reserved shares of Company Common Stock, options to purchase 11,973,518 shares have been granted and are outstanding (which includes options to purchase 6,185,117 shares of Common Stock granted at the Company's September 27, 1999 Board meeting), 260,259 shares have been granted and exercised and 530,619 shares remain available for issuance to officers, directors, employees and consultants pursuant to the Company Option Plans. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Each Company Option designated as an "incentive stock option" as defined in Section 422 of the Code on the applicable books and records of the Company qualified as an "incentive stock option" within the meaning of Section 422 of the Code on the date of grant of such Company Option. In addition, as of the date of this Agreement, there are warrants outstanding to purchase 1,669,353 shares of the Company's Common Stock, and warrants outstanding to purchase 60,000 shares of the Company's Series III Preferred Stock, which are convertible upon exercise into 70,750 shares of the Company's Common Stock. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each warrant that is outstanding as of the date of this Agreement: (i) the name of the Warrant holder; (ii) the total number of shares of Company capital stock subject to acceleration such warrant; (iii) the date on or before which each warrant was granted and the Effective Timeterm of such warrant; and (iv) the exercise price per share of Company capital stock purchasable under such warrant. Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, Common Warrants and Company Preferred Warrants 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) The terms of the Disclosure Schedule, Company Option Plans permit the Company has not issued dividends, redeemed any stock assumption or made any other distribution, or carried out a stock split, recapitalization or stock issuance substitution of any kind since options to purchase Parent Common Stock and the assignment of the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true repurchase rights and correct list rights of first refusal under stock purchase agreements, the terms of the namesCompany Common Warrants and the Company Preferred Warrants permit the assumption or substitution of warrants to purchase Parent Common Stock, addresses and number the terms of shares owned by each all other agreements between the Company and its securities holders under which the Company's securities have been issued to such securities holders permit the assignment of the Company's repurchase rights and rights of first refusal under such agreements, without the consent or approval of the holders of record of every class such securities, the Company's shareholders, or otherwise and series of capital stock without any acceleration of the exercise schedule or vesting provisions in effect for those options, warrants or other securities. True and complete copies of all agreements and instruments relating to or issued under the Company as Option Plans have been made available to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to Parent. All amendments to the 1991 ISO Plan have been approved by the Company's shareholders, including amendments made from time to time to increase the number of the most recent practicable dateshares reserved for issuance thereunder.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 141,000,000 shares of Company Common Stock (with $.01 0.001 par value), of which 1,301,646 30,781,034 shares have been issued and are outstanding as of the date of this AgreementSigning Date; and (ii) 38,254,470 73,542,017 shares of Class A Company Preferred Stock (with $.01 0.001 par value), ) of which 38,210,648 shares (1) 4,590,000 have been designated “Series A Preferred Stock,” all of which have been issued and are outstanding as of the date of this AgreementSigning Date; (iii2) 5,180,000 8,399,819 have been designated “Series B Preferred Stock,” 8,014,573 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstandingoutstanding as of the Signing Date; and 4,250,000 (3) 3,846,371 have been designated “Series C Preferred Stock,” 3,735,857 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding as of the Signing Date; (4) 16,060,562 have been designated “Series D Preferred Stock,” 16,031,233 shares of Class A which have been issued and are outstanding as of the Signing Date; (5) 5,027,622 have been designated “Series E Preferred Stock Stock,” all of which have been issued and Class B are outstanding as of the Signing Date; (6) 27,697,643 have been designated “Series G Preferred Stock Stock,” 26,054,002 shares of which have been issued and are convertible into one share outstanding as of Company Common the Signing Date; and (7) 7,920,000 have been designated “Series G-1 Preferred Stock,” 4,969,219 shares of which have been issued and are outstanding as of the Signing Date. Each outstanding share of Class C Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none . Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawssubject. (b) Under The Company has reserved 5,268,032 shares of Company Common Stock for issuance under the Company Stock Plans2009 Equity Plan, of which options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, 25,000 shares are outstanding as of the date Signing Date. Options to purchase 18,734,454 shares of this AgreementCompany Common Stock are outstanding as of the Signing Date under the 1999 Stock Plan and no shares remain available for issuance thereunder. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this AgreementSigning Date: (i) the name of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") Stock that is are subject to such Company Option and Option; (iii) the number of shares of Company Common Stock with respect to date on which such Company Option is immediately exercisable; (iii) was granted and the term of such Company Option; (iv) the vesting commencement date and schedule for such Company OptionOption and the extent to which the vesting schedule will be accelerated as a result of the Merger (whether alone or in connection with subsequent or additional events); (v) the exercise price (or purchase price) per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on has been designated (or before the Effective Time. Except represents shares purchased under) an “incentive stock option” as set forth defined in Part 2.3(b) Section 422 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 the capital stock or other securities of the CompanyCode; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of 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 its capital stock or any other securities; 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 capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (ivii) the applicable provisions residence or domicile 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the each person holding an Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock of the Company consists of: (i) 12,000,000 of 350,000,000 shares of Company Common Stock (with $.01 par value), and 256,369,840 shares of which 1,301,646 Company Preferred Stock; 9,363,187 shares of Company Preferred Stock have been issued designated Series 1 Preferred Stock, 20,781,845 shares of Company Preferred Stock have been designated as Series 2-A(1) Preferred Stock, 5,107,484 shares of Company Preferred Stock have been designated as Series 2-A(2) Preferred Stock, 27,709,127 shares of Company Preferred Stock have been designated as Series 2-B(1) Preferred Stock, 39,919,846 shares of Company Preferred Stock have been designated as Series 2-B(2) Preferred Stock, 80,225,978 shares of Company Preferred Stock have been designated as Series 3 Preferred Stock, 5,262,373 shares of Company Preferred Stock have been designated as Series 3-B Preferred Stock and are outstanding 68,000,000 shares of Company Preferred Stock have been designated as Series 4 Preferred Stock. As of the date of this Agreement; (ii) 38,254,470 hereof, there are 1,291,526 shares of Class A Company Common Stock validly issued and outstanding, 9,090,635 shares of Series 1 Preferred Stock (with $.01 par value), of which 38,210,648 shares have been validly issued and are outstanding as of the date of this Agreement; (iii) 5,180,000 outstanding, 20,781,845 shares of Class Series 2-A(1) Preferred Stock validly issued and outstanding, 4,677,457 shares of Series 2-A(2) Preferred Stock validly issued and outstanding, 27,709,127 shares of Series 2-B(1) Preferred Stock validly issued and outstanding, 39,346,310 shares of Series 2-B(2) Preferred Stock validly issued and outstanding, 78,843,653 shares of Series 3 Preferred Stock validly issued and outstanding, 5,262,373 shares of Series 3-B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been validly issued and are outstanding; outstanding and 4,250,000 67,603,974 shares of Class C Series 4 Preferred Stock (with $.01 par value), of which 4,171,846 shares have been validly issued and are outstanding. Every ten outstanding The Company does not hold any shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockits capital stock in its treasury. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as None of the date outstanding shares of this AgreementCompany Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. The Company is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Part 2.3(b) of the Company Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and Company Preferred Stock, and specifies, with respect to such repurchase rights, each holder of Company Common Stock or Company Preferred Stock, the date of purchase of such Company Common Stock or Company Preferred Stock, the number of shares of Company Common Stock or Company Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Common Stock or Company Preferred Stock filed an election under Section 83(b) of the Code with respect to such Company Common Stock or Company Preferred Stock within 30 days of purchase. Part 2.3(b) of the Company Disclosure Schedule sets forthforth the number of shares of Company Common Stock received upon the conversion of one share of Company Preferred Stock. (c) Except for the Company stock option plans identified in Part 2.3(c) of the Company Disclosure Schedule (the “Company Stock Option Plans”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. Part 2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Optionoptionholder; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect subject to which such Company Option is immediately exercisableOption; (iii) the term exercise price of such Company Option; (iv) the vesting schedule for date on which such Company OptionOption was granted; (v) the exercise price per share applicable vesting schedule, including the number of Company Common Stock purchasable under vested and unvested shares; (vi) the date on which such Company OptionOption expires; and (vivii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Castle accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such options. The Company has provided Castle with copies of any valuation reports, to the extent obtained, utilized for determining the exercise price of each Company Option for purposes of demonstrating compliance with Section 409A of the Code. (d) Part 2.3(d) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreement: (i) the name of the warrantholder; (ii) the number of shares of Company Common Stock subject to acceleration such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; and (v) the date on which such Company Warrant expires. The Company has delivered to Castle accurate and complete copies of all Company Warrants. (e) Except for the outstanding Company Options, Company Warrants, the Bridge Notes or before the Effective Time. Except as set forth in on Part 2.3(b2.3(e) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of 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 the capital stock or other securities of the Company; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. (cf) All outstanding shares of Company Common Stock, Class A Company Preferred Stock, Class B Preferred Stock options, warrants and Class C Preferred Stock and all outstanding other securities of the Company Options and Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the Company date of this Agreement consists of: of (i) 12,000,000 50,000,000 shares of CombiMatrix Common Stock (with Stock, par value $.01 par value)0.001 per share, of which 1,301,646 2,918,726 shares have been issued and are outstanding as of the date of this Agreement; , and (ii) 38,254,470 5,000,000 shares of Class A convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock (with $.01 par valueStock”), of which 38,210,648 (A) 4,000 shares have been issued and designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement; , (iiiB) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 2,000 shares have been issued and are outstanding; and 4,250,000 designated Series B Preferred Stock, none of which shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class Series B Preferred Stock are convertible into one outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share of Company Common Stock. Each outstanding share of Class C CombiMatrix Series F Preferred Stock is convertible into one share the number of Company shares of CombiMatrix Common StockStock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company CombiMatrix Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and none (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the shares is subject to any repurchase option or restriction on transferCombiMatrix Disclosure Schedule lists, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part , (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant. (b) Except as set forth in Section 2.3(b) of the CombiMatrix Disclosure Schedule, (i) none of the outstanding shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right, (ii) none of the outstanding shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock is subject to any right of first refusal in favor of CombiMatrix, (iii) there are no outstanding bonds, debentures, notes or other indebtedness of CombiMatrix having a right to vote on any matters on which the CombiMatrix stockholders have a right to vote, and (iv) there is no CombiMatrix Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock. Except as set forth in Section 2.3(b) of the CombiMatrix Disclosure Schedule, CombiMatrix is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of CombiMatrix Common Stock, CombiMatrix Preferred Stock, CombiMatrix Warrants or other securities. Section 2.3(b) of the CombiMatrix Disclosure Schedule accurately and completely lists all repurchase rights held by CombiMatrix and specifies (i) each holder of CombiMatrix Common Stock (including shares issued pursuant to the exercise of stock options), CombiMatrix Preferred Stock or CombiMatrix Warrant subject to such repurchase right, (ii) the original date of purchase of such CombiMatrix Common Stock, CombiMatrix Preferred Stock or CombiMatrix Warrant, (iii) the number of shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock or shares underlying CombiMatrix Warrants subject to such repurchase rights, (iv) the purchase price paid by such holder, (v) any vesting schedule under which such repurchase rights lapse, and (vi) whether, to the Knowledge of CombiMatrix, the holder of such CombiMatrix Common Stock or CombiMatrix Preferred Stock subject to such repurchase right filed an election under Section 83(b) of the Code with respect to such CombiMatrix Common Stock or CombiMatrix Preferred Stock within thirty (30) days of purchase. (c) Except for the CombiMatrix 2006 Stock Incentive Plan (the “2006 Plan”), and except as set forth in Section 2.3(c) of the CombiMatrix Disclosure Schedule, CombiMatrix does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. CombiMatrix has reserved 600,000 shares of CombiMatrix Common Stock for issuance under the 2006 Plan. Of such reserved shares of CombiMatrix Common Stock, (i) 823 shares have been previously issued pursuant to the exercise of options, (ii) 34,246 shares have been previously issued pursuant to the settlement of RSUs, (iii) 97 shares have been previously issued pursuant to the grants of restricted stock, (iv) options to purchase 64,310 shares have been granted and are currently outstanding, (v) 98,049 shares are issuable upon settlement of currently outstanding RSUs, and (vi) 402,475 shares of CombiMatrix Common Stock remain available for future award grants pursuant to the 2006 Plan. Section 2.3(c) of the CombiMatrix Disclosure Schedule sets forth, forth the following information (A) with respect to each Company CombiMatrix Option that is outstanding as of the date of this Agreement: (i1) the name of the holder of such Company Optionoptionee; (ii2) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company CombiMatrix Common Stock with respect subject to which such Company CombiMatrix Option is immediately exercisableas of the date of this Agreement; (iii3) the term exercise price of such Company CombiMatrix Option; (iv4) the date on which such CombiMatrix Option was granted; (5) the vesting schedule for applicable to such Company CombiMatrix Option, including the number of vested and unvested shares and whether by its terms the vesting of such CombiMatrix Option would be accelerated by the Contemplated Transactions; (v6) the exercise price per share of Company Common Stock purchasable under date on which such Company OptionCombiMatrix Option expires; and (vi7) whether such Company CombiMatrix Option is subject an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (B) with respect to acceleration each CombiMatrix RSU outstanding as of the date of this Agreement: (1) the name of the holder; (2) the number of shares of CombiMatrix Common Stock issuable upon settlement of the RSU as of the date of this Agreement; (3) the date on or before which such CombiMatrix RSU was granted; (4) the Effective Timevesting schedule applicable to such CombiMatrix RSU, including the extent vested to date and whether by its terms the vesting of such CombiMatrix RSU would be accelerated by the Contemplated Transactions; and (5) the date on which such CombiMatrix RSU expires. CombiMatrix has made available to Invitae an accurate and complete copy of the 2006 Plan and forms of all stock option agreements and RSU agreements approved for use thereunder. Except as set forth in Part 2.3(bSection 2.3(c) of the CombiMatrix Disclosure Schedule or as contemplated by Section 1.5 of this Agreement, no vesting of CombiMatrix Options or CombiMatrix RSUs will accelerate in connection with the execution of this Agreement or the closing of the Contemplated Transactions. (d) Except for the outstanding CombiMatrix Options and CombiMatrix RSUs identified in Section 2.3(c) of the CombiMatrix Disclosure Schedule and for the outstanding CombiMatrix Warrants and CombiMatrix Series F Preferred Stock identified in Section 2.3(a) of the CombiMatrix Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCombiMatrix or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCombiMatrix or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company CombiMatrix or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the CompanyCombiMatrix or any of its Subsidiaries. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation or other similar rights with respect to CombiMatrix or any of its Subsidiaries. (ce) All outstanding shares of Company CombiMatrix Common Stock, Class A Stock and CombiMatrix Preferred Stock, Class B Preferred Stock and Class C Preferred Stock as well as all CombiMatrix Options, CombiMatrix RSUs, CombiMatrix Warrants and all outstanding Company Options and Company Warrantsother securities of CombiMatrix, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. . CombiMatrix has delivered to Invitae accurate and complete copies of all outstanding CombiMatrix RSUs and CombiMatrix Warrants (d) Except as set forth in Part 2.3(d) other than the CombiMatrix Series F Warrants). CombiMatrix has delivered to Invitae an accurate and complete copy of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares form of 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 RequirementsCombiMatrix Series F Warrant, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of there are no deviations between the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance terms of any kind since outstanding CombiMatrix Series F Warrants and the Company's last audited financial statementsterms reflected in such form. (f) Attached hereto With respect to the Merger as Exhibit a Fundamental Transaction (as defined in CombiMatrix’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock as in effect on the date of this Agreement - the “CombiMatrix Series F Preferences Certificate”): (i) the Fundamental Transaction Amount (as defined in the CombiMatrix Series F Preferences Certificate) is a true and correct list of the names, addresses and number of shares owned of Invitae Common Stock equal to the product of (x) the Exchange Ratio multiplied by each (y) the number of shares of CombiMatrix Common Stock underlying a share of outstanding CombiMatrix Series F Preferred Stock on the date immediately prior to the Effective Time; and (ii) such foregoing product is greater than 130% of the holders Stated Value (as defined in the CombiMatrix Series F Preferences Certificate) of record a share of every class and series of capital stock outstanding CombiMatrix Series F Preferred Stock on the date of the Company as of the most recent practicable dateEffective Time.

Capitalization, Etc. (a) The authorized capital stock As of the Company date hereof, the authorized share capital of Alibaba consists of: of 250,000,000 Ordinary Shares, 56,454,546 Series A Preferred Shares, 79,769,189 Series B Preferred and 45,000,000 Series C Preferred Shares and 68,776,265 undesignated preferred shares of par value US$0.0001 per share (of which on the date hereof no shares are issued and outstanding). As of July 31, 2005, the issued and outstanding share capital of Alibaba consisted of 89,607,702 Ordinary Shares, 56,454,546 Series A Preferred Shares, 79,769,189 Series B Preferred Shares and 8,426,685 Series C Preferred Shares. As of the date hereof, 323,204,026 Ordinary Shares were (i) 12,000,000 shares outstanding, (ii) issuable upon the exercise or conversion of Common Stock options, warrants, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or convertible notes or (with $.01 par value)iii) reserved for issuance under any Benefit Plan. As of the Closing Date, after giving effect to the transactions contemplated hereby and in the other Ancillary Agreements, there will be 700,000,000 authorized Ordinary Shares, of which 1,301,646 shares have been no more than 654,103,386 will be (i) issued and are outstanding as of the date of this Agreement; outstanding, (ii) 38,254,470 shares issuable upon the exercise of Class A Preferred Stock (with $.01 par value)any options or warrants, of which 38,210,648 shares have been issued and are outstanding as of the date of this Agreement; or (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 shares have been issued and are outstanding; and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 shares have been issued and are outstanding. Every ten outstanding shares of Class A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of the shares is subject to reserved for issuance under any repurchase option or restriction on transfer, except for the repurchase option held by ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of applicable federal and state securities lawsBenefit Plan. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(bSection 3.2(b) of the Alibaba Disclosure Schedule accurately sets forth, with respect to each Company Option contains a complete and correct description of the share capital that is outstanding as authorized, or issued and outstanding, of each member of the date Alibaba Group (other than Alibaba). All of this Agreement: (i) such outstanding share capital are duly authorized, validly issued, fully paid and nonassessable, and are owned beneficially and of record by the name member of the holder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is subject to acceleration on Alibaba Group or before the Effective Time. Except as other Person set forth in Part 2.3(bon Section 3.2(b) of the Alibaba Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire free and clear of any shares of 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 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 its capital stock or any other securities; 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 capital stock or other securities of the CompanyLien. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, have been the issued and granted in compliance with outstanding share capital of Alibaba (i) all applicable securities laws are duly authorized, validly issued, fully paid and other applicable Legal Requirementsnonassessable, (ii) as of the date hereof are held of record by the Persons and in the amounts as set forth in Section 3.2(c)(ii) of the Alibaba Disclosure Schedule, (iii) immediately after the Closing and the consummation of the transactions contemplated by the Ancillary Agreements will be held of record by the Persons and in the amounts set forth in Section 3.2(c)(iii) of the Alibaba Disclosure Schedule, and (iiiv) all requirements set forth were not issued in applicable Contractsviolation of any preemptive rights or the Organizational Documents of Alibaba. (d) Except as set forth in Part 2.3(dSection 3.2(d) of the Alibaba Disclosure Schedule, there are no preemptive or similar rights granted by any member of the Company has never repurchasedAlibaba Group or, redeemed to the knowledge of any member of the Alibaba Group, by any other Person, with respect to any equity securities of any member of the Alibaba Group. Except as set forth in Section 3.2(d) of the Alibaba Disclosure Schedule, no subscriptions, options, calls, warrants, convertible or otherwise reacquired exchangeable securities, conversion rights, repurchase rights, redemption rights, stock appreciation rights, phantom stock, or other rights, plans, agreements, commitments, arrangements or understandings of any kind obligating any member of the Alibaba Group, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of share capital stock or other securities of any member of the Company. All Alibaba Group, or any 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 Requirementsconvertible into or exchangeable for any such shares, are outstanding, and (ii) all requirements no authorization therefor has been given. Except as set forth in applicable restricted stock purchase agreements and Section 3.2(d) of the Alibaba Disclosure Schedule, there are no outstanding contractual or other applicable Contractsrights or obligations to or of any member of the Alibaba Group to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of any member of the Alibaba Group. (e) Except as set forth in Part 2.3(eSection 3.2(e) of the Alibaba Disclosure ScheduleSchedule sets forth the current ownership of Alibaba, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list identity of the namespersons that will transfer property to Alibaba in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, addresses and the number of shares owned by each such persons will own following the consummation of the holders transactions contemplated by this Agreement and the Ancillary Agreements, and the total number of record shares of every class Alibaba share capital outstanding following such transfers and series of capital stock of other transactions contemplated by this Agreement and the Company as of the most recent practicable dateAncillary Agreements.

Capitalization, Etc. (a) The authorized capital stock of the Company Corautus consists of: of (i) 12,000,000 100,000,000 shares of common stock, par value $0.001 per share (the “Corautus Common Stock (with $.01 par valueStock”), of which 1,301,646 which, as of the date hereof, 19,728,854 shares have been issued and are outstanding as of the date of this Agreement; , and (ii) 38,254,470 5,000,000 shares of Class A Preferred Stock (with preferred stock, par value $.01 par value)0.001 per share, of which 38,210,648 which: (a) 40,000 shares have been issued and designated as Series A Preferred Stock, no shares of which are outstanding as of the date of this Agreement; (iiib) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 13,000 shares have been issued and are outstanding; and 4,250,000 designated as Series B Preferred Stock, no shares of Class C Preferred Stock which are outstanding as of the date of this Agreement; (with $.01 par value), of which 4,171,846 c) 17,000 shares have been issued and are outstanding. Every ten outstanding designated as Series C Preferred Stock, 2,000 shares of Class A which have been issued or are outstanding as of the date of this Agreement; (d) 1,400,000 shares have been designated as Series D Preferred Stock, 1,385,377 shares of which have been issued or are outstanding as of the date of this Agreement; (e) 3,500,000 shares have been designated as Series E Preferred Stock, 2,475,659 shares of which have been issued or are outstanding as of the date of this Agreement (the Corautus Series C Preferred Stock, the Series D Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. Each outstanding share of Class C the Series E Preferred Stock is convertible into one share referred to herein, collectively, as the “Corautus Preferred Stock”). Corautus holds 30,224 shares of Company Common Stockits common stock in its treasury. All of the outstanding shares of Company Corautus Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. Except as set forth on Section 3.3(a)(i) of the Corautus Disclosure Schedule, and none of the outstanding shares of Corautus Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Corautus Common Stock is subject to any repurchase right of first refusal in favor of Corautus. Except as contemplated herein and except as identified on Section 3.3(a)(i) of the Corautus Disclosure Schedule there is no Corautus Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or restriction on transfersimilar right with respect to), except for any shares of Corautus Common Stock. Corautus is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Corautus Common Stock or other securities. Section 3.3(a)(ii) of the Corautus Disclosure Schedule accurately and completely describes all repurchase option rights held by ▇▇▇▇ ▇. ▇▇▇▇▇, III Corautus with respect to shares of Corautus Common Stock (including shares issued pursuant to the exercise of stock options) and restrictions on transfer imposed by virtue specifies which of applicable federal and state securities lawsthose repurchase rights are currently exercisable. (b) Under Except for the Company Corautus 2002 Stock PlansOption Plan, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of amended (the date of this Agreement. Part 2.3(b“Corautus Stock Plan”) and as set forth on Section 3.3(b) of the Corautus Disclosure Schedule accurately sets forthSchedule, with respect to each Company Option that is outstanding as Corautus does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. As of the date of this Agreement: (i) 5,366,059 shares of Corautus Common Stock are subject to issuance pursuant to stock options granted and outstanding under the name Corautus Stock Plan, of the holder of such Company Optionwhich 96,377 must be exercised or will expire by their terms on or prior to April 1, 2007; (ii) the total number of 752,744 shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Corautus Common Stock with respect are reserved for future issuance pursuant to which such Company Option is immediately exercisablestock options or other awards not yet granted under the Corautus Stock Plan; and (iii) 1,169,024 shares of Corautus Common Stock are reserved for future issuance pursuant to warrants to purchase Corautus Common Stock (“Corautus Warrants”). Corautus has made available to VIA accurate and complete copies of the term Corautus Stock Plan and the forms of all stock option agreements evidencing any options granted under the Corautus Stock Plan. (c) Each grant of a Corautus Option was duly authorized no later than the date on which the Grant of such Company Option; option was by its terms to be effective (ivthe “Grant Date”) by all necessary corporate action, including, as applicable, approval by the vesting schedule for Board of Directors of Corautus (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such Company Option; grant (vif any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Exchange Act and all other applicable Legal Requirements, the per share exercise price per of each Corautus Option was equal to the fair market value of a share of Company Corautus Common Stock purchasable under on the applicable Grant Date and each such Company Option; grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of Corautus and disclosed in the Corautus SEC Documents in accordance with the Exchange Act and all other applicable Legal Requirements. (vid) whether such Company Option is subject to acceleration on Except for the outstanding shares of Corautus Preferred Stock, Corautus Warrants, Corautus Options, or before the Effective Time. Except as set forth in Part 2.3(bon Section 3.3(d) of the Corautus Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCorautus; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCorautus; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Corautus Contract under which the Company Corautus is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of Corautus (it being agreed that any assertions or claims in respect of not more than an aggregate of 250,000 shares of Corautus Common Stock shall not be deemed a breach of this representation if, and solely to the Companyextent that, the maximum amount shares subject to such assertions or claims are included in the Corautus Aggregate Share Number for the purposes of calculating the Exchange Ratio under Section 1.7). There are no outstanding or authorized stock appreciation, phantom stock, profit participating or other similar rights with respect to Corautus. Except for the Corautus Preferred Stock or as set forth on Section 3.3(d) of the Corautus Disclosure Schedule, Corautus does not have any outstanding bonds, debentures, notes or other obligations to which the holders have the right to vote (or are convertible into or exchangeable for securities having the right to vote) on any matter. (ce) All outstanding shares of Company Corautus Common Stock, Class A Preferred StockCorautus Options, Class B Preferred Stock Corautus Warrants and Class C Preferred Stock and all outstanding Company Options and Company Warrants, other securities of Corautus 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 Contracts. (d) Except as set forth in Part 2.3(d) Corautus’s certificate of the Disclosure Scheduleincorporation, the Company has never repurchased, redeemed or otherwise reacquired any shares of 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 bylaws and other applicable Contracts. (e) Except as set forth in Part 2.3(e) . Corautus has delivered to VIA accurate and complete copies of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statementsall Corautus Warrants. (f) Attached hereto as Exhibit F is a true and correct list All of the names, addresses and number of outstanding shares owned by each of the holders of record of every class and series of capital stock of each of Corautus’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the Company as ownership thereof, and are owned beneficially and of the most recent practicable daterecord by Corautus, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 12,000,000 47,235,036 shares of Company Common Stock (with $.01 par value)Stock, of which 1,301,646 6,296,318 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 38,254,470 34,827,484 shares of Class A Company Preferred Stock (with $.01 par value)Stock, of which 38,210,648 (x) 7,310,000 shares have been designated Series A Preferred Stock, of which 7,250,000 are issued and are outstanding as of the date of this Agreement; , (iiiy) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), of which 5,000,000 6,491,228 shares have been designated as Series B Preferred Stock, 6,491,288 of which are issued and are outstanding; outstanding as of the date of this Agreement and 4,250,000 shares of Class C Preferred Stock (with $.01 par value), of which 4,171,846 z) 20,966,315 shares have been designated as Series C Preferred Stock, 20,631,578 of which are issued and are outstanding. Every ten outstanding shares as of Class A Preferred Stock and Class B Preferred Stock are convertible into one share the date of Company Common Stock. Each outstanding share of Class C Preferred Stock is convertible into one share of Company Common Stockthis Agreement. All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C each series of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. Part 2.3(a) of the Company Disclosure Schedule sets forth the name and address of each Company Stockholder, and the number of shares of Company Common Stock and each series of Company Preferred Stock held by each Company Stockholder. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any repurchase right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or restriction on transfersimilar right with respect to), except for the repurchase option held any shares of Company Common Stock or Company Preferred Stock. The Company is not under any obligation, and is not bound by ▇▇▇▇ ▇. ▇▇▇▇▇any Contract pursuant to which it may become obligated, III and restrictions on transfer imposed by virtue to repurchase, redeem or otherwise acquire any outstanding shares of applicable federal and state securities lawsCompany Common Stock or Company Preferred Stock. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as As of the date of this Agreement, 7,065,000 shares of Company Common Stock have been reserved for issuance under the 1999 Stock Plan, of which options covering 3,397,023 shares have been granted in accordance therewith and are currently outstanding. (Stock options granted by the Company pursuant to the foregoing plan are referred to in this Agreement as "Company Options.") Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, forth the following information with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of particular plan pursuant to which such Company OptionOption was granted; (ii) the total number of shares name of the Company's common stock optionee; (the "Company Common Stock"iii) that is subject to such Company Option and the number of shares of Company Common Stock with respect subject to which such Company Option is immediately exercisable; (iii) the term of such Company Option; (iv) the vesting schedule for exercise price of such Company Option; (v) the exercise price per share of Company Common Stock purchasable under date on which such Company OptionOption was granted; and (vi) whether the applicable vesting schedules, and the extent to which such Company Option is subject vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered or made available to acceleration on Acquiror accurate and complete copies of all plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such options. There are no outstanding or before authorized stock appreciation, phantom stock or similar rights with respect to the Effective Time. Company. (c) Except as set forth in Part 2.3(b2.3(c) of the Company Disclosure Schedule, 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 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 the capital stock or other securities of the Company, except for Company Options; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Company. (cd) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C all outstanding shares of Company Preferred Stock and all outstanding Company Options and Company Warrants, 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 Contracts. (de) Resonext Communications N.V. ("Belgian Sub") is a corporation duly organized and validly existing under the laws of Belgium and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. The authorized capital stock of the Belgian Sub consists of: (i) 670 shares of Resonext Communications N.V. common stock, no par value per share, all of which have been issued and are outstanding as of the date of this Agreement and are owned beneficially and of record by the Company and David Tahmassebi (▇▇▇ "▇▇▇▇▇▇▇ ▇hares"). The authorized charter capital of the Russian Sub consists of: (i) one share ("dolya"), with a nominal value of 7,819,000 Russian rubles, of which one share has been issued and is outstanding as of the date of this Agreement and is owned beneficially and of record by the Company (the "Russian Share"). All of the Belgian Shares have been duly authorized and validly issued, and are fully paid for. The Russian Share has been duly authorized and validly issued, and is fully paid and nonassessable. Except as set forth in Part 2.3(d2.3(e) of the Company Disclosure Schedule: (i) none of the outstanding Belgian Shares or Russian Share (x) is entitled or subject to any preemptive right, right of participation, or, only with regard to the Russian Share, right of maintenance, or any similar right; or (y) is subject to any right of first refusal in favor of the issuer thereof; and (ii) there is no Contract relating to the voting or registration of, or restricting the Company from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any of such shares. Except as set forth in the Company Disclosure Schedule, neither the Belgian Sub nor the Russian Sub is under any obligation, nor is either bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Belgian Shares or Russian Share. Except as set forth in Part 2.3(e) of the Company has never repurchasedDisclosure Schedule, redeemed 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 the capital stock or other securities of any Company Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Subsidiary; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any Company Subsidiary is or may become obligated to sell or otherwise reacquired issue any shares of its capital stock or any other securities; 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 capital stock or other securities of the Companyany Company Subsidiary. All securities so reacquired by the Company were reacquired outstanding Belgian Shares and Russian Share have been issued and granted in compliance with (i) the all applicable provisions of the Delaware General Corporation Law securities laws and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.