Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) On the Closing Date, the authorized capital stock of SFG will consist of: (i) an unlimited number of Class A Common shares, of which 6,941,054.84 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) All of the Securities (i) have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) Except as set forth in Part 2.3 of the Disclosure Schedules, 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; (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; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist Ibex consists of: : (i) an unlimited number ten million (10,000,000) shares of Class A Common sharesStock (with no par value), of which 6,941,054.84 one hundred forty-one thousand sixteen (141,016) shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) five million (5,000,000) shares of Preferred Stock (with no par value), forty-eight thousand thirty-five (48,035) of which have been designated "Series A Preferred Stock," of which all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are such shares have been issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Series A Preferred Stock is convertible into one share of Ibex Common Stock. All of the Securities (i) outstanding shares of Ibex Common Stock and Series A Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. 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. (db) Ibex has reserved 20,000 shares of Ibex Common Stock for issuance under its 1992 Stock Option Plan, of which options to purchase 14,731 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Ibex Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Ibex Option; (ii) the total number of shares of Ibex Common Stock that are subject to such Ibex Option and the number of shares of Ibex Common Stock with respect to which such Ibex Option is immediately exercisable; (iii) the date on which such Ibex Option was granted and the term of such Ibex Option; (iv) the vesting schedule for such Ibex Option; (v) the exercise price per share of Ibex Common Stock purchasable under such Ibex Option; and (vi) whether such Ibex Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 2.3 of the Disclosure SchedulesSchedule, 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; Ibex; (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; Ibex; (iii) Contract under which any Company Ibex 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 Ibex and the Designated Shareholders, 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 any CompanyIbex. (ec) All outstanding shares of Ibex Common Stock and Series A Preferred Stock, and all outstanding Ibex 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 of the Disclosure Schedule, SFG Ibex has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of Ibex. All securities so reacquired by SFG Ibex were reacquired in full compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On The authorized Company Capital Stock as of the Closing Date, the authorized capital stock date of SFG will consist of: this Agreement consists of (i) an unlimited number 26,300,000 shares of Class A Company Common sharesStock, par value $0.0001 per share, of which 6,941,054.84 4,912,656 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (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 to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstandingoutstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names issued and outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 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 Disclosure Scheduledate of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which 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 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 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 respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the Securities (i) outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with and are fully paid and nonassessable and are free of any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles Encumbrances. None of the articles outstanding shares of incorporationCompany Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, by-laws 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 constating documents securities. Section 2.6(b) of SFG or the terms Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered Company Common Stock (including shares issued pursuant to the Purchaser accurate exercise of stock options) and complete copies specifies which of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies those repurchase rights are currently exercisable. Each share of the option agreements evidencing the OptionsCompany Preferred Stock is convertible into one share of Company Common Stock. (c) All Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the Shares 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 fully paid 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. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option 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 (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-assessablequalified stock option. The Company has made available to 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 Section 2.6(c) of the Company Disclosure Schedule and except as set forth in Part 2.3 on Section 2.6(d) of the Company Disclosure SchedulesSchedule, 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 or any Company; 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 Company or any Company; 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 Company of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any Companyof 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. (e) Except as All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal RequirementsContracts. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 50,000,000 shares of Class A Common sharesStock, without par value, of which 6,941,054.84 10,123,313 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 25,000,000 shares of Preferred Stock, without par value, 5,771,788 of which have been designated "Series A Preferred Stock," all of which have been issued and are to be redeemed by SFG on Closing; and (vii) an unlimited number outstanding as of Class F Preferred sharesthe date of this Agreement, 3,690,986 of which 323,300 are issued and outstanding, have been designated "Series A-1 Preferred Stock," all of which have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of this Agreement, and 12,500,000 of which have been designated "Series B Preferred Stock," none of which have been issued or are outstanding as of the Disclosure Schedule. (b) date of this Agreement. Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common, Stock Series A Preferred Stock and Series A-1 Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. 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. (db) The Company has reserved 5,628,875 shares of Company Common Stock for issuance under its 1996 Stock Option Plan, of which options to purchase 4,669,162 shares are outstanding as of the date of this Agreement and options to purchase 303,943 shares have been exercised. Part 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 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; (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 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 Preferred Stock purchasable under such Company Warrant. Except as set forth in Part 2.3 of the Disclosure SchedulesSchedule, 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 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 any Company; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist Company consists of: (i) an unlimited number 37,000,000 shares of Class A Company Common sharesStock, of which 6,941,054.84 6,130,419 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all outstanding as of which are to be redeemed by SFG on Closingthe date of this Agreement; and (viiii) an unlimited number 13,317,683 shares of Class F Series A Preferred sharesStock of Company, of which 323,300 are 11,670,574 shares have been issued and outstanding, all are outstanding as of which are to be redeemed by SFG on Closingthe date of this Agreement. (viiiiii) All 11,086,513 authorized shares of such Securities Series A-1 Preferred Stock of Company, of which 8,878,136 shares have been issued and are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedulethis Agreement. (b) All of the Securities (i) outstanding shares of Company Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. Other than shares that are subject to the Restricted Stock Award Agreements, no shares of Company’s equity securities are subject to any repurchase option which is held by Company. (dc) Except Company has reserved 5,026,456 shares of Company Common Stock for issuance under the Company Stock Plan, of which options to purchase 1,460,239 shares of Company Common Stock are outstanding as set forth in Part 2.3 of the date of this Agreement. Section 2.2(c) of the Disclosure SchedulesSchedules accurately sets forth, there 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 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; (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. 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; ; (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; ; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Company. (d) All outstanding shares of Company Stock and all outstanding Company Options have been issued and granted and/or terminated and settled in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts and (with respect to any Companystock options, the terms of the Company Stock Plan). (e) Except as set forth Other than the repurchase of unvested shares of Company Common Stock subject to repurchase in Part 2.3 favor of the Disclosure ScheduleCompany, SFG Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of Company. All securities so reacquired by SFG Company were reacquired in full compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist Parent consists of: : (i) an unlimited number 70,000,000 shares of Class A Parent Common sharesStock, of which 6,941,054.84 44,629,445 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and 30,000,000 shares of Preferred Stock, all none of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are is issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. All of the Securities (i) outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Parent is under no obligation pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock. (b) As of the date of this Agreement: (i) no shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2004 Equity Incentive Plan; (ii) were issued in compliance with any applicable preemptive or similar rights, 111,250 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2000 Stock Option Plan; and (iii) have been 13,000 shares of Parent Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Parent's 2001 Stock Option Plan. (Options to purchase shares of Parent Common Stock (whether granted by Parent pursuant to Parent's stock option plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in full compliance this Agreement as "Parent Options.") Part 3.2(b) of the Parent Disclosure Schedule sets forth the following information with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and respect to each Parent Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Parent Option was granted; (ii) the name of the optionee; (iii) the number of shares of Parent Common Stock subject to such Parent Option; (iv) have been issued in compliance with the articles exercise price of such Parent Option; (v) the date on which such Parent Option was granted; (vi) the applicable vesting schedule, and the extent to which such Parent Option is vested and exercisable as of the articles date of incorporation, by-laws or other constating documents of SFG or this Agreement; and (vii) the terms of any shareholders' agreement or any other agreement to date on which SFG is a party or by which it is boundsuch Parent Option expires. The Selling Shareholders have delivered Parent has made available to the Purchaser Company accurate and complete copies of all stock option plans pursuant to which any of the stock certificates evidencing the Shares outstanding Parent Options were issued, and the Option Holders have delivered to the Purchaser fully executed and complete copies forms of the all stock option agreements evidencing the Optionssuch options. (c) All of the Shares are fully paid and non-assessable. (d) Except as set forth in Part 2.3 3.2(c) of the Parent Disclosure Schedules, 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 Company; Parent; (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; Parent; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any Company Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any CompanyParent. (d) All outstanding capital stock, options and other securities of the Parent Entities 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. (e) Except as set forth in Part 2.3 All of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any outstanding shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name Subsidiaries of Parent have been duly authorized and state or province are validly issued, are fully paid and nonassessable and free of residence of each holder of Securities provided preemptive rights, with no personal liability attaching to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum termownership thereof, and vesting schedule thereof (including a description are owned beneficially and of the circumstances under which such vesting schedule can or will be accelerated)record by Parent, free and clear of any Encumbrances. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist DocuMagix consists of: : (i) an unlimited number 26,000,000 shares of Class A Common sharesStock (with no par value) ("DocuMagix Common Stock"), of which 6,941,054.84 3,455,879 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 18,552,182 shares of Preferred Stock (with no par value) ("DocuMagix Preferred Stock"), (A) 3,300,000 of which have been designated "Series A Preferred Stock," all of which have been issued and are to be redeemed by SFG on Closing; and outstanding as of the date of this Agreement, (viiB) an unlimited number of Class F Preferred shares, 1,521,000 of which 323,300 are have been designated "Series B Preferred Stock," of which 1,519,019 shares have been issued and outstandingare 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, (D) 6,600,000 of which have been designated "Series D Preferred Stock," of which 6,567,951 shares have been issued and are outstanding as of the date of this Agreement, (E) 568,182 of which have been designated "Series E Preferred Stock," all of which have been issued and are to be redeemed by SFG on Closing. outstanding as of the date of this Agreement, (viiiF) All 1,375,000 of such Securities which have been designated "Series F Preferred Stock," all of which have been issued and are registered 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 outstanding as of the date of this Agreement. The rights, preferences, privileges and restrictions of the DocuMagix Common Stock and the DocuMagix Preferred Stock (including each series thereof) are as stated in the names Restated Articles. Each outstanding share of the Selling Securityholders in the amounts indicated on Part 3.3 DocuMagix Preferred Stock other than DocuMagix Series D Preferred Stock is convertible into one share of the Disclosure Schedule. (b) 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 Securities (i) outstanding shares of DocuMagix Common Stock and DocuMagix Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) . Except as set forth in Part 2.3 2.3(a) of the Disclosure SchedulesSchedule, 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 DocuMagix; (iv) repurchase option which is held by DocuMagix to any Company; outstanding shares of DocuMagix capital stock; (iiv) 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; DocuMagix; (iiivi) Contract under which any Company DocuMagix is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (ivvii) condition written claim or circumstance demand delivered to DocuMagix that may directly would reasonably be expected to or indirectly 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 any CompanyDocuMagix (including preemptive rights, conversion rights and rights of first refusal). Part 2.3(a) of the Disclosure 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. (eb) 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 DocuMagix Common Stock and DocuMagix Preferred Stock and all outstanding DocuMagix Options and DocuMagix Warrants, have been issued and granted in compliance with all applicable state and federal securities laws. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG DocuMagix has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of DocuMagix. All securities so reacquired by SFG DocuMagix were reacquired in full compliance with (i) the applicable provisions of the California General Corporation Law and all applicable Legal Requirementsstate and federal securities laws, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (fe) The information in Recital A is correct To the best of knowledge of DocuMagix and accurate in all respects. the Designated Shareholders, each Bridge Holder has good and valid title to the Bridge Warrant identified on Part 2.3 2.3(b) of the Disclosure Schedule lists the name as being held by such Bridge Holder, free and state clear of all liens and other Encumbrances. There is no legal action, suit, proceeding, claim or province of residence of each holder of Securities provided governmental investigation pending or, to the Company by best of the knowledge of DocuMagix and the Designated Shareholders, threatened against any Bridge Holder that questions the right of such holder to surrender such holder. (g) Except as disclosed 's Bridge Warrant in Part 2.3 exchange for the consideration described in Section 1.7, nor is such holder aware that there is any basis for any of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securitiesforegoing. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 81,000,000 shares of Class A Common sharesStock, $0.001 par value, of which 6,941,054.84 6,522,885 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 59,000,000 shares of Preferred Stock, all 0.001 par value, (A) 254,780 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated "Series A Preferred shares, Stock," of which 323,300 are 254,780 shares have been issued and outstandingare outstanding as of the date of this Agreement, all (B) 2,068,747 of which have been designated "Series B Preferred Stock," of which 1,902,081 shares have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of this Agreement, (C) 6,759,143 of which have been designated "Series C Preferred Stock," of which 6,759,143 shares have been issued and are outstanding as of the Disclosure Schedule. date of this Agreement, (bD) 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 the date of this Agreement, (E) 30,000,000 of which have been designated "Series E Preferred Stock," of which 15,400,000 shares have been issued and are outstanding as of the date of this Agreement. Each outstanding share of 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 Securities (i) outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) Except as set forth in . Part 2.3 of the Disclosure SchedulesSchedule 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. Immediately prior to the Closing, there the authorized and outstanding stock of the Company will be as set forth above, except for the issuance of capital stock upon the exercise of Company stock options and warrants outstanding as of the date of this agreement. (b) The Company has reserved 6,646,838 shares of Company Common Stock for issuance under its 1999 Stock Option Plan, of which options to purchase 2,375,567 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 options to purchase 1,875,400 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company stock option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company stock option; (ii) the total number of shares of Company Common Stock that are subject to such Company stock option and the number of shares of Company Common Stock with respect to which such Company stock option is immediately exercisable 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 stock option; (iv) the vesting schedule for such Company stock option; (v) the exercise price per share of Company Common Stock purchasable under such Company stock option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the 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 any 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 any the Company; ; (iii) Contract under which any 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 or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any 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. (d) All outstanding shares of Company Common Stock and Preferred Stock, and all outstanding Company stock 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. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company. All securities so reacquired by SFG the Company were reacquired in full compliance with (i) the applicable provisions of the Texas Business Corporation Act and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) The information in Recital A is correct 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 accurate in all respects. Part 2.3 are outstanding as of the Disclosure Schedule lists date of this Agreement; and no shares of Preferred Stock. All of the name outstanding shares of common stock of IRSII have been duly authorized and state 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 province right (whether or not currently exercisable) to acquire any shares of residence the capital stock or other securities of each holder IRSII; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Securities provided 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 holdersecurities 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. (g) Except as disclosed in Part 2.3 The authorized capital stock of IRSI Japan K.K., a corporation organized under the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the CompanyJapan ("IRSI Japan"), or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). consists of: (i) 200 shares of Common Stock, $0.001 par value, of which 200 shares have been issued and are outstanding as of the date of this Agreement; and no shares of Preferred Stock. All of the Options outstanding shares of common stock of IRSI Japan have been duly authorized and 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 nor IRSI Japan has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of IRSI Japan. To the extent that any securities were issued reacquired by the Company or IRSI Japan, such securities were reacquired in compliance with (i) the applicable provisions of all applicable federalLegal Requirements, provincial and foreign securities laws. None of the Options will vest on an accelerated basis (ii) all requirements set forth in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or serviceapplicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 100,000,000 shares of Class A Common sharesStock ("Company Common Stock"), of which 6,941,054.84 19,926,500 shares are have been issued and outstanding; are outstanding as of the date of this Agreement, (ii) an unlimited number 11,250,000 shares of Class B Common sharesSeries A Preferred Stock ("Series A Preferred Stock"), all of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all and (iii) 23,884,960 shares of Series B Preferred Stock ("Series B Preferred Stock"), 17,052,314 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are have been issued and are outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) . All of the Securities outstanding shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock (icollectively, "Outstanding Company Capital Stock") have been duly authorized and validly issued, (ii) were and are fully paid and nonassessable. All shares of Outstanding Company Capital Stock and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with any applicable preemptive or similar rights, (iiii) have been issued in full compliance with all applicable state, federal and international securities laws and other applicable Legal Requirements and in compliance with all applicable SFG ContractsRequirements, and (ivii) have been issued all requirements set forth in compliance with the articles applicable Contracts. Part 2.3(a) of the articles Company Disclosure Schedule provides a description of incorporation, by-laws or other constating documents of SFG or the terms of each repurchase option which is held by the Company and to which any shareholders' agreement shares of capital stock of the Company are subject. (b) The Company has reserved 15,295,861 shares of Company Common Stock for issuance pursuant to options to purchase Company Common Stock under the Company Stock Option Plans and options to purchase 6,897,436 shares are outstanding under the Company Stock Option Plans. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company 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 relevant information regarding accelerated vesting that may occur as result of the Merger or as the result of achieving performance goals; (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. Except as set forth in the Company Disclosure Schedule, there are (i) no equity securities of any class of any Acquired Entity, or any securities exchangeable into or exercisable for such equity securities, issued, reserved for issuance, or outstanding and (ii) no outstanding subscriptions, options, warrants, puts, calls, rights, or other agreement commitments or agreements of any character to which SFG an Acquired Entity is a party or by which it is boundbound obligating an Acquired Entity to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any equity securities of an Acquired Entity or obligating an Acquired Entity to grant, extend, accelerate the vesting of, change the exercise price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement (the "Company Rights"). The Selling Shareholders have delivered Other than pursuant to the Purchaser accurate Voting Agreement or class voting as provided in the Company's Articles of Incorporation, there are no contracts, commitments or agreements relating to voting, purchase or sale of any Acquired Entity's equity (i) between or among an Acquired Entity and complete copies any of the stock certificates evidencing the Shares and the Option Holders have delivered its shareholders, equity holders or holders of ownership interests, as applicable under Legal Requirements, or (ii) to the Purchaser fully executed and complete copies any Acquired Entity's knowledge, between or among any of the option agreements evidencing the Optionsthat entity's shareholders, equity holders or holders of ownership interests, as applicable under Legal Requirements. (c) All of the Shares outstanding shares of capital stock of the Company Subsidiaries have been duly authorized, validly issued, are fully paid and non-assessable. (d) Except as set forth in Part 2.3 of the Disclosure Schedules, 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; (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; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Companynonassessable, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum termlocal Legal Requirement equivalent, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were have been issued in compliance with all applicable federal, provincial and foreign securities laws. None of Legal Requirements in the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or servicerelevant jurisdictions.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 77,016,325 shares of Class A Common sharesStock, $0.01 par value (the “Company Common Stock”), of which 6,941,054.84 1,912,634 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; (ii) 63,993,763 shares of Preferred Stock, $0.01 par value, 21,388,357 of which 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, 7,949,214 of which have been designated “Series C-2 Preferred Stock,” all of which shares have been issued and are to be redeemed by SFG on Closing; and (vii) an unlimited number outstanding as of Class F Preferred sharesthe date of this Agreement, 34,656,192 of which 323,300 are issued and outstanding, have been designated “Series D Preferred Stock,” all of which shares have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Series C-1 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of 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 Securities (i) outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. 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. (db) Except as set forth in Part 2.3 The authorized share capital of the Disclosure Schedules, there is no: Subsidiary consists of 40,000 New Israeli Shekels (i“NIS”) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any consisting of 4,000,000 ordinary shares of a nominal value of NIS 0.01 each (the capital stock or other securities “Subsidiary Ordinary Shares”), of any Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any which 1,000 shares of Subsidiary Ordinary Shares are issued and are outstanding all of which are held by the capital stock or other securities of any Company; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (hc) Part 2.3 2.3(c) of the Disclosure Schedule sets forth forth, with respect to each Company Option and each Company Warrant that is outstanding as of the date of this 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 each Option, such Company Capital Stock Right; (ii) the total number of shares of Company Common Stock that are subject to such Company Capital Stock Right and the number of shares of Company Preferred Stock or Company Common Stock with respect to which such Company Capital Stock Right is immediately exercisable (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 total number of vested shares for such Company Capital Stock Right (and type any acceleration thereof as a result of securities issuable thereunder, and, if applicable, the Merger); and (iv) the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description per share of the circumstances Company Common Stock purchasable under which such vesting schedule can or will be accelerated)Company Capital Stock Right. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 50,000,000 shares of Class A Company Common sharesStock, of which 6,941,054.84 7,009,003 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all outstanding as of the date of this Agreement; and (ii) 30,000,000 shares of Preferred Stock (A) 1,000,000 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated “Series A Preferred shares, Stock,” of which 323,300 are 735,294 shares have been issued and outstanding, all are outstanding as of the date of this Agreement and (B) 16,000,000 of which have been designated “Series B Preferred Stock,” of which 15,941,179 shares have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Series A Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series B Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Capital Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. Part 2.3(a) of the Disclosure Schedule (i) 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 and (ii) sets forth all issued and outstanding shares of the Company Capital Stock as of the date of this Agreement. (db) The Company has reserved 7,319,635 shares of Company Common Stock for issuance under its Stock Plan, of which options to purchase 6,670,353 shares are outstanding as of the date of this Agreement. The Company has reserved an additional (i) 147,060 shares of Company Common Stock for issuance upon exercise of Common Stock Company Warrants; and (ii) 683,125 shares of Series B Preferred Stock for issuance upon exercise of Series B Company Warrants. The Company has delivered to Parent accurate and complete copies of the Company Warrants. The exercise price of the Common Stock Company Warrants is $0.34 per share. The exercise price of the Series B Company Warrants is between $0.05 and $0.20 per share. Part 2.3 of the 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 Option or Company Warrant; (ii) the total number of shares of Company Common Stock or Series B Preferred Stock, as applicable, that are subject to such Company Option or Company Warrant and the number of shares of Company Common Stock or Series B Preferred Stock with respect to which such Company Option or Company Warrant is immediately exercisable; (iii) the date on which such Company Option or Company Warrant was granted and the term of such Company Option or Company Warrant; (iv) the vesting schedule for such Company Option or Company Warrant; (v) the exercise price per share of Company Common Stock or Series B Preferred Stock purchasable under such Company Option or Company Warrant; and (vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the Code. Except for the Company Options and Company Warrants and except as set forth in Part 2.3 2.3(b) of the Disclosure SchedulesSchedule, there is no: : (iA) 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 the Company; ; (iiB) 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 the Company; ; (iiiC) Contract under which any the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (ivD) to the best 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 any the Company. (ec) All outstanding shares of Company Capital 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 2.3(d) of the Disclosure Schedule, SFG the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company. All securities so reacquired by SFG the Company were reacquired in full compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (fe) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided Immediately prior to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum termEffective Time, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). following: (i) All the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the authorized number of shares of Series B Preferred Stock from 16,000,000 to 29,000,000, (ii) conversion of all principal and accrued interest on certain indebtedness of Greylock IX, Limited Partnership into shares of Series B Preferred Stock, and (iii) conversion of all issued and outstanding shares of Preferred Stock into shares of Company Common Stock, the authorized capital stock of the Options were Company shall consist of: (A) 50,000,000 shares of Company Common Stock, of which 34,775,725 shares shall be issued in compliance with all applicable federal, provincial and foreign securities laws. None are outstanding; and (B) 30,000,000 shares of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination Preferred Stock (x) 1,000,000 of the holder's employment or servicewhich have been designated “Series A Preferred Stock,” none of which shall be issued and outstanding and (y) 29,000,000 of which have been designated “Series B Preferred Stock,” none of which shall be issued and outstanding.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist Parent consists of: : (i) an unlimited number 25,000,000 shares of Class A Common sharesStock (par value $0.001 per share), of which 6,941,054.84 11,101,554 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all outstanding on the date of which are to be redeemed by SFG on Closing; and this Agreement and (viiii) an unlimited number 2,000,000 shares of Class F Preferred sharesconvertible preferred stock (par value $0.001 per share), of which 323,300 are no share has been issued and is outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) . All of the Securities (i) outstanding shares of Parent Common Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. Part 3.3 of the Parent Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that is held by Parent and to which any of such shares is subject. All of the outstanding shares of Merger Sub have been duly authorized and validly issued, are fully paid and nonassessable, and are owned beneficially and of record by Parent. (db) Parent has reserved 4,528,950 shares of Parent Common Stock for issuance under the Parent Option Plans, of which 2,983,287 shares are reserved for issuance upon exercise of outstanding options. Parent has reserved 1,030,000 shares of Parent Common Stock for issuance upon exercise of the Parent Warrants. Part 3.3(b) of the Parent Disclosure Schedule accurately sets forth, with respect to each Parent Option and Parent Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Parent Option or Parent Warrant; (ii) the total number of shares of Parent Common Stock that are subject to such Parent Option or Parent Warrant and the number of shares of Parent Common Stock with respect to which such Parent Option or Parent Warrant is immediately exercisable; (iii) the date on which such Parent Option or Parent Warrant was granted and the term of such Parent Option or Parent Warrant; (iv) the vesting schedule for such Parent Option; (v) the exercise price per share of Parent Common Stock purchasable under such Parent Option or Parent Warrant; and (vi) whether such Parent Option has been designated an “incentive stock option” as defined in Section 422 of the Code. Except as set forth in Part 2.3 of the Disclosure Schedulesthis Section 3.3(b) and in Section 5.14, other than 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; Parent; (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; Parent; (iii) Contract under which any Company Parent 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 knowledge of Parent, 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 any CompanyParent. (ec) Except as All outstanding shares of Parent Common Stock, all outstanding Parent Options and all outstanding Parent Warrants have been issued or granted, and the warrants described in Section 5.14 will be 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 Part 2.3 of the Disclosure Scheduleapplicable Contracts. (d) Since October 31, SFG 2005, Parent has never not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirementsof Parent. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 100,000,000 shares of Class A Common sharesStock, of which 6,941,054.84 21,392,852 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 30,000,000 shares of Preferred Stock, of which 9,600,000 have been designated Series A Preferred Stock, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and are outstanding; 2,000,000 shares have been designated Series B Preferred Stock, all of which are to be redeemed by SFG on Closing. (viii) All issued and outstanding; 1,500,000 shares have been designated Series C Preferred Stock, none of such Securities which are registered in the names issued and outstanding; and 5,000,000 shares have been designated Series D Preferred Stock, 2,000,000 of the Selling Securityholders in the amounts indicated on Part 3.3 which are issued and outstanding. Each outstanding share of the Disclosure Schedule. (b) Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (db) The Company has reserved 7,277,742 shares of Company Common Stock for issuance under its 1996 Stock Option Plan and 1998 Stock Option Plan, of which options to purchase 2,218,894 shares are outstanding as of the date of this Agreement. Part 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 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; (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. Except as set forth in Part 2.3 of the Disclosure SchedulesSchedule, 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 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 any Company; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.may

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist of: CombiMatrix as of the date of this Agreement consists of (i) an unlimited number 50,000,000 shares of Class A CombiMatrix Common sharesStock, par value $0.001 per share, of which 6,941,054.84 2,918,726 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement, all and (ii) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are 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 to be redeemed by SFG on Closing; and (vii) an unlimited issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of Class F Preferred shares, shares of which 323,300 are issued and outstanding, all CombiMatrix Common Stock equal to 1,000 divided by the conversion price of which are to be redeemed by SFG on Closing. (viii) All $3.87. CombiMatrix does not hold any shares of such Securities are registered its capital stock in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) its treasury. All of the Securities (i) outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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) were issued in compliance with any applicable preemptive or similar rightsCombiMatrix 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 (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 CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (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 been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contractsa right to vote, and (iv) have been issued 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 compliance with the articles Section 2.3(b) of the articles 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 incorporationCombiMatrix Common Stock, by-laws CombiMatrix Preferred Stock, CombiMatrix Warrants or other constating documents securities. Section 2.3(b) of SFG or the terms CombiMatrix Disclosure Schedule accurately and completely lists all repurchase rights held by CombiMatrix and specifies (i) each holder of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered CombiMatrix Common Stock (including shares issued pursuant to the Purchaser accurate 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 complete copies (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 stock certificates evidencing the Shares and the Option Holders have delivered Code with respect to the Purchaser fully executed and complete copies such CombiMatrix Common Stock or CombiMatrix Preferred Stock within thirty (30) days of the option agreements evidencing the Optionspurchase. (c) All Except for the CombiMatrix 2006 Stock Incentive Plan (the “2006 Plan”), and except as set forth in Section 2.3(c) of the Shares 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 fully paid 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 the following information (A) with respect to each CombiMatrix Option outstanding as of the date of this Agreement: (1) the name of the optionee; (2) the number of shares of CombiMatrix Common Stock subject to such CombiMatrix Option as of the date of this Agreement; (3) the exercise price of such CombiMatrix Option; (4) the date on which such CombiMatrix Option was granted; (5) the vesting schedule applicable to such 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; (6) the date on which such CombiMatrix Option expires; and (7) whether such CombiMatrix Option is an “incentive stock option” (as defined in the Code) or a non-assessablequalified stock option; and (B) with respect to 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 which such CombiMatrix RSU was granted; (4) the vesting 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 Section 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 as set forth for the outstanding CombiMatrix Options and CombiMatrix RSUs identified in Part 2.3 Section 2.3(c) of the CombiMatrix Disclosure SchedulesSchedule 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 CombiMatrix or any Company; 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 CombiMatrix or any Company; of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which CombiMatrix or any Company of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of CombiMatrix or any Companyof 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. (e) Except All outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock, as well as all CombiMatrix Options, CombiMatrix RSUs, CombiMatrix Warrants and all other securities of CombiMatrix, 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 Part 2.3 applicable Contracts. CombiMatrix has delivered to Invitae accurate and complete copies of all outstanding CombiMatrix RSUs and CombiMatrix Warrants (other than the CombiMatrix Series F Warrants). CombiMatrix has delivered to Invitae an accurate and complete copy of the Disclosure Scheduleform of CombiMatrix Series F Warrant, SFG has never repurchased, redeemed or otherwise reacquired and there are no deviations between the terms of any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired outstanding CombiMatrix Series F Warrants and the terms reflected in full compliance with all applicable Legal Requirementssuch form. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with With respect to the issuance or sale Merger as a Fundamental Transaction (as defined in CombiMatrix’s Certificate of Securities created by statuteDesignation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock as in effect on the articles date of incorporation or by-laws of this Agreement—the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). “CombiMatrix Series F Preferences Certificate”): (i) All the Fundamental Transaction Amount (as defined in the CombiMatrix Series F Preferences Certificate) is a number of shares of Invitae Common Stock equal to the product of (x) the Exchange Ratio multiplied by (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 Options were issued Stated Value (as defined in compliance with all applicable federal, provincial and foreign securities laws. None the CombiMatrix Series F Preferences Certificate) of a share of outstanding CombiMatrix Series F Preferred Stock on the date of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or serviceEffective Time.

Capitalization, Etc. (a) On As of the Closing Datedate of this Agreement, the authorized capital stock of SFG will consist Replidyne consists of: (i) an unlimited number : 100,000,000 shares of Class A Replidyne Common sharesStock and 5,000,000 shares of Preferred Stock, par value $0.001 per share. As of which 6,941,054.84 the date of this Agreement, 27,109,545 shares of Replidyne Common Stock and no shares of Replidyne Preferred Stock are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) . All of the Securities (i) outstanding shares of Replidyne Common Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-non assessable. (d. Part 3.3(a) Except as set forth in Part 2.3 of the Replidyne Disclosure Schedules, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares Schedule provides an accurate and complete description of the capital stock or other securities terms of any Company; (ii) outstanding security, instrument or obligation that each repurchase option which is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company; (iii) Contract under held by Replidyne and to which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or of Replidyne is subject and identifies the Contract underlying such right. Except as provided in the Replidyne Certificate of Amendment, Replidyne has not authorized shares other securities of any Company. (e) Except than as set forth in Part 2.3 this Section 3.3(a) and as of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired date of this Agreement there are no issued and outstanding shares of Replidyne’s capital stock other than the shares of Replidyne Common Stock as set forth in this Section 3.3(a). There are no declared but unpaid dividends with respect to any shares of capital stock or other securitiesof Replidyne. All securities so reacquired by SFG were reacquired As of the date of this Agreement, there are 49,882 shares of capital stock of Replidyne held in full compliance with all applicable Legal RequirementsReplidyne’s treasury. (fb) The information in Recital A is correct and accurate in all respects. Part 2.3 As of the Disclosure Schedule lists date of this Agreement, Replidyne has reserved 7,946,405 shares of Replidyne Common Stock for issuance under the name and state or province Replidyne 2006 Equity Incentive Plan, of residence which options to purchase 3,385,617 shares of each holder of Securities provided to the Company by such holder. (g) Except Replidyne Common Stock are outstanding as disclosed in Part 2.3 of the Disclosure Schedule, there are date of this Agreement. Each grant of a Replidyne Option was duly authorized no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to later than the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to date on which the Company is a party or grant of such Replidyne Option was by its terms to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability be effective by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.necessary corporate action,

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 75,000,000 shares of Class A Company Common sharesStock, of which 6,941,054.84 8,299,015 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 50,356,750 shares of Company Preferred Stock, all (A) of which 950,000 shares are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F designated as Series A Preferred shares, Stock and of which 323,300 are 950,000 have been issued and outstanding, all are outstanding as of the date of this Agreement; (B) of which 10,406,750 shares are to be redeemed by SFG on Closing. (viii) All designated as Series B Preferred Stock and of such Securities which 10,328,750 have been issued and are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of this Agreement; (C) of which 5,000,000 shares are designated as Series C Preferred Stock and of which 5,000,000 have been issued and are outstanding as of the Disclosure Schedule. date of this Agreement; (bD) of which 22,000,000 shares are designated as Series D Preferred Stock and 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 outstanding as of the date of this Agreement. There are no shares of Company Capital Stock held in treasury. All of the Securities (i) outstanding shares of Company Capital Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (db) 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 pursuant 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, 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 such person (or indication that such Company Options were issued outside of the Company's stock option plans), (ii) the number of vested Company Options held by such person, (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 set forth described in Part 2.3 2.2(c) of the Company Disclosure SchedulesSchedule, as of the date of this Agreement, 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 any 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 any the Company; ; or (iii) Contract under which any 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) condition or circumstance that may directly or indirectly give rise to or provide a basis for of the assertion of a claim by any Person Company Disclosure Schedule to the effect that such Person is entitled extent necessary in order to permit its conversion into a subscription, option, call, warrant or other right to acquire shares of capital stock or receive other securities, or security, instrument or obligation that is or will become convertible into or exchangeable for any shares of the capital stock or other securities, or Contract to sell or otherwise issue any shares of capital stock or any other securities securities, as the case may be, of any CompanyParent at Closing. (ed) Except as set forth in Part 2.3 2.2(d) of the Company Disclosure Schedule, SFG has never repurchasednone of the awards, redeemed or otherwise reacquired any shares of capital stock grants or other securities. All securities so reacquired by SFG agreements pursuant to which the Company Options were reacquired in full compliance with all applicable Legal Requirementsissued have provisions which accelerate the vesting or right to exercise such options upon the execution of this Agreement, the consummation of the transactions contemplated hereby or any other change of control. (fe) The information 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 Recital A is correct and accurate in all respects. Part 2.3 2.2(e) of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are is no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement voting trust or other arrangement to which the Company is a party party, or to which it is bound and there are no agreements, arrangements or understandings to of which the Company is a party (written or oral) pursuant aware, with respect to which the voting of the Company has the right to elect to satisfy any liability by issuing SecuritiesCapital Stock. (hf) Part 2.3 There are no declared but unpaid dividends with respect to any shares of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)Company Capital Stock. (ig) All Each of the Options were issued Company's stockholders listed in compliance with all applicable federal, provincial and foreign securities laws. None Part 2.2(g) of the Options will vest on Company Disclosure Schedule is an accelerated basis "accredited investor" as defined in connection with the acquisition contemplated herein or any subsequent termination Rule 501 of the holder's employment or serviceSecurities Act of 1933, as amended.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist of: Katapult consists of (i) an unlimited number 250,000,000 shares of Class A Katapult Common shares, of which 6,941,054.84 shares are issued Stock and outstanding; (ii) an unlimited number 25,000,000 shares of Class B Preferred Stock, par value $0.0001 per share (“Katapult Preferred Stock”). As of the date of this Agreement there were (A) 4,720,466 shares Katapult Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are Stock issued and outstanding, all (B) 35,000 shares of which are Series A Katapult Preferred Stock issued and outstanding, (C) 30,000 shares of Series B Katapult Preferred Stock issued and outstanding, (D) 255,189 shares of Katapult Common Stock subject to be redeemed by SFG on Closing. outstanding Katapult Options, (viiiE) All 1,710 shares of such Securities are registered Katapult Common Stock subject to outstanding Katapult PSU Awards (assuming satisfaction of performance goals for incomplete periods at the maximum level), (F) 77,519 shares of Katapult Common Stock subject to outstanding Katapult RSU Awards, (G) 60,654 shares of Katapult Common Stock subject to outstanding Katapult Director Initial RSU Grants and Katapult Director Annual RSU Grants, (H) 1,159,564 shares of Katapult Common Stock subject to outstanding Katapult Warrants and (I) no shares of Katapult Common Stock held in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Scheduletreasury. (b) All of the Securities outstanding shares of Katapult Common Stock have been, and all shares of Katapult Common Stock that may be issued pursuant to the Cognical Holdings, Inc. 2014 Stock Incentive Plan (ithe “Katapult 2014 Plan”) have been and the Katapult Holdings, Inc. 2021 Equity Incentive Plan, as amended (the “Katapult 2021 Plan” and together with the Katapult 2014 Plan, the “Katapult Equity Plans” and each a “Katapult Equity Plan”) or the Katapult Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued, (ii) were fully paid and nonassessable. None of the outstanding shares of Katapult Common Stock and none of the shares of Katapult Common Stock that may be issued pursuant to any Katapult Equity Plan or the Katapult Warrants will be, when issued in compliance accordance with the respective terms thereof, entitled or subject to any applicable preemptive right, right of participation, right of maintenance, any right of first refusal in favor of Katapult, or any similar right. Except as contemplated herein and except as identified on Section 4.3(b)(i) of the Katapult Disclosure Schedule, there is no Katapult 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 rightsright with respect to), (iiiany shares of Katapult Capital Stock. Katapult 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 Katapult Capital Stock or other securities. Section 4.3(b)(ii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles Katapult Disclosure Schedule accurately and completely describes all repurchase rights held by Katapult with respect to shares of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered Katapult Capital Stock (including shares issued pursuant to the Purchaser accurate exercise of stock options) and complete copies specifies which of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Optionsthose repurchase rights are currently exercisable. (c) All Except for the Katapult Equity Plans or except as set forth in Section 4.3(c) of the Shares are fully paid Katapult Disclosure Schedule, Katapult does not have any stock option plan or any other equity or equity-based plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. As of the date hereof, Katapult has reserved 281,899 shares of Katapult Common Stock for issuance under the Katapult Equity Plans. As of the date hereof, of such reserved shares of Katapult Common Stock, no shares have been issued pursuant to the exercise and/or vesting of outstanding Katapult Options, Katapult PSU Awards, and Katapult RSU Awards, and 281,899 shares remain available for future issuance pursuant to the Katapult Equity Plans. Section 4.3(c)(i) of the Katapult Disclosure Schedule sets forth the following information with respect to each Katapult Option, each Katapult PSU Award, and each Katapult RSU Award outstanding as of the date of this Agreement: (A) the name of the holder; (B) the number of shares of Katapult Common Stock subject to the award; (C) the exercise price of each Katapult Option; (D) the date on which the award was granted; (E) the applicable vesting schedule, including the number of vested and unvested shares subject to the award; (F) the date on which each Katapult Option expires; and (G) whether each Katapult Option is intended to be an “incentive stock option” (as defined in the Code) or a non-assessablequalified stock option. Katapult has made available to ▇▇▇▇▇’s and CCFI an accurate and complete copy of each Katapult Equity Plan and the forms of all forms of agreements approved for use thereunder. (d) Section 4.3(d) of the Katapult Disclosure Schedule sets forth the following information with respect to each Katapult Warrant outstanding as of the date of this Agreement: (i) the name of the holder; (ii) the number of shares of Katapult Common Stock subject to such Katapult Warrant as of the date of this Agreement; (iii) the exercise price of such Katapult Warrant; (iv) the date on which such Katapult Warrant expires; and (v) the applicable vesting schedule (if any), including the number of vested and unvested shares subject to such Katapult Warrant. (e) Except for the outstanding Katapult Preferred Stock, the outstanding Katapult Options as set forth in Part 2.3 Section 4.3(c) of the Katapult Disclosure SchedulesSchedule and the outstanding Katapult Warrants as set forth in Section 4.3(d) of the Katapult Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable, and excluding earnout shares) to acquire any shares of the capital stock or other securities of Katapult or any Company; 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 Katapult or any Company; of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Katapult or any Company of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Katapult or any Company. (e) Except as set forth in Part 2.3 of the Disclosure Scheduleits Subsidiaries. There are no outstanding or authorized stock appreciation, SFG has never repurchasedphantom stock, redeemed or otherwise reacquired any shares of capital stock profit participation or other securities. All securities so reacquired by SFG were reacquired in full compliance similar rights with all applicable Legal Requirementsrespect to Katapult or any of its Subsidiaries. (f) The information All outstanding shares of Katapult Capital Stock, as well as all Katapult Options, Katapult Warrants, Katapult RSU Awards, Katapult PSU Awards and other securities of Katapult have been issued and granted in Recital A is correct material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts and any Katapult Equity Plan if applicable. Katapult has made available to ▇▇▇▇▇’s and CCFI accurate in and complete copies of all respectsKatapult Warrants, Katapult Equity Plans, and the form of award agreements for awards of Katapult Options, Katapult RSU Awards and Katapult PSU Awards. Part 2.3 Awards of Katapult Options, Katapult RSU Awards and Katapult PSU Awards were granted pursuant the Disclosure Schedule lists the name form award agreement made available to ▇▇▇▇▇’s and state or province of residence of each holder of Securities provided to the Company by such holderCCFI without any material deviation. (g) Except as disclosed in Part 2.3 Section 4.3(g) of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Katapult Disclosure Schedule sets forth a true and complete list, as of the holder date of this Agreement, of all outstanding Katapult Cash Awards, including with respect to each Optionsuch Katapult Cash Award, (i) the number and type holder, (ii) the date of securities issuable thereundergrant, and(iii) the amount payable by Katapult under such Katapult Cash Award (assuming the applicable performance measures are achieved at target) as of the date of this Agreement, (iv) if applicable, the exercise price therefor, the exercise period, the maximum termdate on which such Katapult Cash Award expires, and vesting schedule thereof (including v) the aggregate amount, taken as a description of whole, that would be payable by Katapult pursuant to the circumstances under which such vesting schedule can or will be accelerated)Katapult Cash Award on the Closing Date, assuming the Closing has occurred and assuming the applicable performance measures are achieved at target. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On As of (i) the date of this Agreement and (ii) the Closing DateDate (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 SFG will consist Target consists of: : (iA) an unlimited number 8,000,000 shares of Class A Common sharesStock (par value $.01 per share), of which 6,941,054.84 702,514 shares are have been issued and outstanding; are outstanding (iiwithout giving effect to the net exercise of Target Options immediately prior to the Effective Time); and (B) an unlimited number 1,523,254 shares of Class B Common sharesPreferred Stock (par value $.01 per share), 833,333 of which 23,218,410 shares are issued and outstanding; have been designated "Series A Preferred Stock" (iii) an unlimited number of Class X Common shares, of which no 833,333 shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding), all 478,759 of which are to be redeemed by SFG on Closing; and have been designated "Series B Preferred Stock" (vii) an unlimited number of Class F Preferred shares, of which 323,300 are 0 shares have been issued and outstanding, all are outstanding as of the date of this Agreement) and 211,162 of which have been designated "Series C Preferred Stock" (of which 114,610 shares have been issued and are to be redeemed by SFG on Closing. (viii) All outstanding). Each outstanding share of such Securities are registered in the names Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) Target Common Stock. All of the Securities (i) outstanding shares of Target Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. 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. (db) Target has reserved 547,486 shares of Target Common Stock for issuance under its Option Plan, of which options to purchase 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 of the Disclosure Schedule accurately sets forth, with respect to each Target Option or Target Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Target Option or Target Warrant; (ii) the total number of shares and class of Target Capital Stock that are subject to such Target Option or Target Warrant and the number of shares of Target Capital Stock with respect to which such 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 Target Option or Target Warrant; (iv) the vesting schedule for such Target Option or Target Warrant; (v) the exercise price per share of Target Common Stock purchasable under such Target Option or Target Warrant; and (vi) whether such Target Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 2.3 of the Disclosure SchedulesSchedule, 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; Target; (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; Target; (iii) Contract under which any Company Target is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion Knowledge of a Target, 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 CompanyTarget. (ec) All outstanding shares of Target Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, and all outstanding Target Options and 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 of the Disclosure Schedule, SFG Target has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of Target. All securities so reacquired by SFG Target were reacquired in full compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 20,000,000 shares of Class A Common sharesStock (par value $.001 per share), of which 6,941,054.84 4,102,892 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 7,500,000 shares of Preferred Stock (par value $.001 per share), all 1,689,124 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated "Series A Preferred shares, Stock," of which 323,300 are 1,689,124 shares have been issued and outstandingare outstanding as of the date of this Agreement, all 1,700,000 of which have been designed "Series B Preferred Stock," of which 1,655,629 shares have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of this Agreement, and 900,000 of which have been designated "Series C Preferred Stock," of which 862,068 have been issued and are outstanding as of the Disclosure Schedule. (b) date of this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) Except as set forth in Part 2.3 of the Disclosure Schedules, 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; (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; (iii) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists provides an accurate and complete description of the name and state or province of residence terms of each holder of Securities provided to repurchase option which is held by the Company by and to which any of such holdershares is subject. (gb) Except The Company has reserved 2,268,915 shares of Company Common Stock for issuance under its Stock Option Plan, of which options to purchase 865,570 shares are outstanding as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale date of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of each 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 type the term of securities issuable thereunder, and, if applicable, such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price therefor, the exercise period, the maximum term, per share of Company Common Stock purchasable under such Company Option; and vesting schedule thereof (including a description of the circumstances under which vi) whether such vesting schedule can or will be accelerated). (i) All of the Options were issued Company Option has been designated an "incentive stock option" as defined in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.Section 422

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist of: CombiMatrix as of the date of this Agreement consists of (i) an unlimited number 50,000,000 shares of Class A CombiMatrix Common sharesStock, par value $0.001 per share, of which 6,941,054.84 2,918,726 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement, all and (ii) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are 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 to be redeemed by SFG on Closing; and (vii) an unlimited issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of Class F Preferred shares, shares of which 323,300 are issued and outstanding, all CombiMatrix Common Stock equal to 1,000 divided by the conversion price of which are to be redeemed by SFG on Closing. (viii) All $3.87. CombiMatrix does not hold any shares of such Securities are registered its capital stock in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) its treasury. All of the Securities (i) outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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) were issued in compliance with any applicable preemptive or similar rightsCombiMatrix 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 (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 CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (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 been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contractsa right to vote, and (iv) have been issued 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 compliance with the articles Section 2.3(b) of the articles 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 incorporationCombiMatrix Common Stock, by-laws CombiMatrix Preferred Stock, CombiMatrix Warrants or other constating documents securities. Section 2.3(b) of SFG or the terms CombiMatrix Disclosure Schedule accurately and completely lists all repurchase rights held by CombiMatrix and specifies (i) each holder of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered CombiMatrix Common Stock (including shares issued pursuant to the Purchaser accurate 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 complete copies (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 stock certificates evidencing the Shares and the Option Holders have delivered Code with respect to the Purchaser fully executed and complete copies such CombiMatrix Common Stock or CombiMatrix Preferred Stock within thirty (30) days of the option agreements evidencing the Optionspurchase. (c) All Except for the CombiMatrix 2006 Stock Incentive Plan (the “2006 Plan”), and except as set forth in Section 2.3(c) of the Shares 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 fully paid 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 the following information (A) with respect to each CombiMatrix Option outstanding as of the date of this Agreement: (1) the name of the optionee; (2) the number of shares of CombiMatrix Common Stock subject to such CombiMatrix Option as of the date of this Agreement; (3) the exercise price of such CombiMatrix Option; (4) the date on which such CombiMatrix Option was granted; (5) the vesting schedule applicable to such 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; (6) the date on which such CombiMatrix Option expires; and (7) whether such CombiMatrix Option is an “incentive stock option” (as defined in the Code) or a non-assessablequalified stock option; and (B) with respect to 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 which such CombiMatrix RSU was granted; (4) the vesting 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 Section 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 as set forth for the outstanding CombiMatrix Options and CombiMatrix RSUs identified in Part 2.3 Section 2.3(c) of the CombiMatrix Disclosure SchedulesSchedule 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 CombiMatrix or any Company; 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 CombiMatrix or any Company; of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which CombiMatrix or any Company of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of CombiMatrix or any Companyof 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. (e) Except All outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock, as well as all CombiMatrix Options, CombiMatrix RSUs, CombiMatrix Warrants and all other securities of CombiMatrix, 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 Part 2.3 applicable Contracts. CombiMatrix has delivered to Invitae accurate and complete copies of all outstanding CombiMatrix RSUs and CombiMatrix Warrants (other than the CombiMatrix Series F Warrants). CombiMatrix has delivered to Invitae an accurate and complete copy of the Disclosure Scheduleform of CombiMatrix Series F Warrant, SFG has never repurchased, redeemed or otherwise reacquired and there are no deviations between the terms of any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired outstanding CombiMatrix Series F Warrants and the terms reflected in full compliance with all applicable Legal Requirementssuch form. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with With respect to the issuance or sale Merger as a Fundamental Transaction (as defined in CombiMatrix’s Certificate of Securities created by statuteDesignation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock as in effect on the articles date of incorporation or by-laws of this Agreement - the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). “CombiMatrix Series F Preferences Certificate”): (i) All the Fundamental Transaction Amount (as defined in the CombiMatrix Series F Preferences Certificate) is a number of shares of Invitae Common Stock equal to the product of (x) the Exchange Ratio multiplied by (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 Options were issued Stated Value (as defined in compliance with all applicable federal, provincial and foreign securities laws. None the CombiMatrix Series F Preferences Certificate) of a share of outstanding CombiMatrix Series F Preferred Stock on the date of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or serviceEffective Time.

Capitalization, Etc. (a) On Prior to the Closing Date, the authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 25,000,000 shares of Class A Common sharesStock, $.0001 par value, of which 6,941,054.84 11,609,711 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Preferred Stock, $.01 par value, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated "Series A Preferred shares, Stock," of which 323,300 are 4,504,505 shares have been issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Series A Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common Stock and Series A Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. 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. (db) The Company has reserved 1,810,944 shares of Company Common Stock for issuance under its 1995 Stock Option/Issuance Plan, of which options to purchase 1,005,700 shares are outstanding as of the date of this Agreement, and 902,701 shares of Company Common Stock for issuance pursuant to Company Warrants. Part 2.3 of the 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 Option and Company Warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and Company Warrant and the number of shares of Company Common Stock which are immediately exercisable; (iii) the date on which such Company Option and Company Warrant was granted and the term of such Company Option and Company Warrant; (iv) the vesting schedule for such Company Option and Company Warrant; (v) the exercise price per share of Company Common Stock purchasable under such Company Option and Company Warrant; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 2.3 of the Disclosure SchedulesSchedule, 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 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 any the Company; ; (iii) Contract under which any the Company 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 and the Signing Shareholder, condition or circumstance existing as of the Closing Date 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 any the Company. (ec) Except as All outstanding shares of Company Common Stock and Series A 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 Part 2.3 of the Disclosure Schedule, SFG applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company. All securities so reacquired by SFG the Company were reacquired in full compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist of: the Company consists of (i) an unlimited number 20,000,000 shares of Class A Common sharesStock, of which 6,941,054.84 2,454,428 shares are issued and outstanding; outstanding as of the date of this Agreement and (ii) an unlimited number 5,256,000 shares of Class B Common sharesPreferred Stock, 56,000 of which 23,218,410 shares are designated as Series A Preferred, 56,000 of which are issued and outstanding; (iii) an unlimited number outstanding as of Class X Common sharesthe date of this Agreement, 2,600,000 of which no shares are designated Series B Preferred Stock, 2,403,742 of which are issued and outstanding; (iv) an unlimited number outstanding as of Class A Preferred sharesthe date of this Agreement, and 2,600,000 of which no shares are designated as Series B1 Preferred Stock, none of which are issued and outstanding; (voutstanding as of the date of this Agreement. Part 2.3(a)(1) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the Disclosure Schedule sets forth the names of the Selling Securityholders in Company's Shareholders as of the amounts indicated on date of this Agreement and the number of shares of Company Common Stock and Company Preferred Stock owned of record by each of such Shareholders as of the date of this Agreement. The Company has reserved an additional 2,086,924 shares of Company Common Stock for issuance under its 1997 Stock Plan (the "Stock Plan") to employees, advisory board members, officers or directors of, or consultants to, the Company, of which options to acquire 1,957,107 shares of Common Stock have been granted as of the date of this Agreement. Part 3.3 2.3(a)(2) of the Disclosure ScheduleSchedule sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such Company Option, the exercise and vesting schedule, and the exercise price per share. The Company has reserved an additional 78,981 shares of Company Common Stock for issuance pursuant to outstanding warrants as of the date of this Agreement to purchase shares of Company Series B Preferred Stock. Part 2.3(a)(3) of the Disclosure Schedule sets forth the names of the Company's warrant holders as of the date of this Agreement and the number of shares issuable upon exercise of outstanding warrants as of the date of this Agreement. (b) All of the Securities (i) outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with and are fully paid and nonassessable. There are no preemptive rights applicable to any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles shares of capital stock of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the OptionsCompany. (c) All Except as identified in Section 2.3(a), as of the Shares are fully paid and non-assessable. (d) Except as set forth in Part 2.3 date of the Disclosure Schedulesthis 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 the Company; ; or (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 the Company;. (iiid) Contract under which any Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG the Company were validly reacquired in full compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) any requirements set forth in applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 25,000,000 shares of Class A Company Common sharesStock (with $0.001 par value), of which 6,941,054.84 7,340,863 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all outstanding as of the date of this Agreement; (ii) 5,372,500 shares of Company Preferred Stock (with $0.001 par value) which have been designated "Series A Preferred Stock," of which 5,335,000 shares have been issued and are to be redeemed by SFG on Closingoutstanding as of the date of this Agreement; and (viiiii) an unlimited number 3,100,000 shares of Class F Company Preferred shares, Stock (with $0.001 par value) which have been designated "Series B Preferred Stock," of which 323,300 are 2,884,448 shares have been issued and outstanding, all are outstanding as of the date of this Agreement; and (iv) 4,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated "Series C Preferred Stock," of which 3,992,497 shares have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders date of this Agreement. Except as contemplated by the Recapitalization Transaction (as defined in the amounts indicated on Part 3.3 Section 4.4 hereof), each outstanding share of the Disclosure Schedule. (b) Company Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. 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. (db) The Company has reserved 4,929,449 shares of Company Common Stock for issuance under the Stock Plan, of which options to purchase 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 Company Common Stock that are subject to such Company Option ; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting 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 has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 2.3 2.3(b) of the Disclosure SchedulesSchedule, 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; the Company 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 any Company; the Company or the Subsidiary; (iii) Contract under which any Company Acquired Corporation 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 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 11. the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Acquired Corporation. (c) All outstanding shares of Company Common Stock and Company Preferred Stock and all outstanding Company Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable 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. (ed) Except as set forth in Part 2.3 2.3(d) of the Disclosure Schedule, SFG no Acquired Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, other than a repurchase of unvested shares and shares subject to repurchase rights on the termination of employment or consulting services. All securities so reacquired by SFG the Acquired Company were reacquired in full compliance with (i) all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 9,000,000 shares of Class A Common sharesStock ($0.001 par value), of which 6,941,054.84 5,430,125 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of July 20, all 1999; and (ii) 1,000,000 shares of which are to be redeemed by SFG on Closing; and Non-Voting Common Stock (vii) an unlimited number of Class F Preferred shares$0.001 par value), of which 323,300 are 227,000 shares have been issued and outstandingare outstanding as of July 20, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) 1999. All of the Securities (i) outstanding shares of Company Common Stock and Non-Voting Common Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option that is held by the Company and to which any of such shares is subject. (db) The Company has reserved 700,000 shares of Company Non-Voting Common Stock for issuance under its 1994 Incentive Stock Option Plan, of which options to purchase 470,333 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option (whether granted under the 1994 Incentive Stock Option Plan or otherwise) 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 that are subject to such Company Option and the number of shares 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 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. Except as set forth in Part 2.3 of the Disclosure SchedulesSchedule, 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 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 any the Company; ; (iii) Contract under which any the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 best of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws knowledge of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.condition or

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist of: Corautus consists of (i) an unlimited number 100,000,000 shares of Class A common stock, par value $0.001 per share (the “Corautus Common sharesStock”), of which 6,941,054.84 which, as of the date hereof, 19,728,854 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement, all and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which: (a) 40,000 shares have been designated as Series A Preferred Stock, no shares of which are to be redeemed by SFG on Closingoutstanding as of the date of this Agreement; and (viib) an unlimited number of Class F 13,000 shares have been designated as Series B Preferred sharesStock, of which 323,300 are issued and outstanding, all no shares of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of this Agreement; (c) 17,000 shares have been designated as Series C Preferred Stock, 2,000 shares of which have been issued or are outstanding as of the Disclosure Schedule. date of this Agreement; (bd) 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 the Series E Preferred Stock is referred to herein, collectively, as the “Corautus Preferred Stock”). Corautus holds 30,224 shares of its common stock in its treasury. All of the Securities (i) outstanding shares of Corautus Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Section 3.3(a)(i) of the Corautus Disclosure Schedule, 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 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 similar right with respect to), 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 rights held by Corautus with respect to shares of Corautus Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. (b) Except for the Corautus 2002 Stock Option Plan, as amended (the “Corautus Stock Plan”) and as set forth on Section 3.3(b) of the Corautus Disclosure Schedule, 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 Corautus Stock Plan, of which 96,377 must be exercised or will expire by their terms on or prior to April 1, 2007; (ii) were issued in compliance with any applicable preemptive 752,744 shares of Corautus Common Stock are reserved for future issuance pursuant to stock options or similar rights, other awards not yet granted under the Corautus Stock Plan; and (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and 1,169,024 shares of Corautus Common Stock are reserved for future issuance pursuant to warrants to purchase Corautus Common Stock (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement “Corautus Warrants”). Corautus has made available to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser VIA accurate and complete copies of the stock certificates evidencing the Shares Corautus Stock Plan and the Option Holders have delivered to the Purchaser fully executed and complete copies forms of the all stock option agreements evidencing any options granted under the OptionsCorautus Stock Plan. (c) All Each grant of a Corautus Option was duly authorized no later than the date on which the Grant of such option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the 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 grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the Shares are fully paid applicable compensation plan or arrangement of the Exchange Act and non-assessableall other applicable Legal Requirements, the per share exercise price of each Corautus Option was equal to the fair market value of a share of Corautus Common Stock on the applicable Grant Date and each such 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. (d) Except for the outstanding shares of Corautus Preferred Stock, Corautus Warrants, Corautus Options, or as set forth in Part 2.3 on Section 3.3(d) of the Corautus Disclosure SchedulesSchedule, 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; Corautus; (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; Corautus; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Corautus Contract under which any Company Corautus is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Corautus (it being agreed that any Companyassertions 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 extent 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. (e) Except as All outstanding shares of Corautus Common Stock, Corautus Options, Corautus Warrants and 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 Part 2.3 Corautus’s certificate of the Disclosure Scheduleincorporation, SFG bylaws and other applicable Contracts. Corautus has never repurchased, redeemed or otherwise reacquired any shares delivered to VIA accurate and complete copies of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal RequirementsCorautus Warrants. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance outstanding shares 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 all applicable federalno personal liability attaching to the ownership thereof, provincial and foreign securities laws. None are owned beneficially and of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or record by Corautus, free and clear of any subsequent termination of the holder's employment or serviceEncumbrances.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist Company Capital Stock consists of: : (i) an unlimited number 150,000,000 shares of Class A Company Common sharesStock, of which 6,941,054.84 6,329,326 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 43,350,000 shares of Company Preferred Stock, all (A) 33,000,000 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated Series A Preferred sharesStock, of which 323,300 are 31,321,048 shares have been issued and outstandingare outstanding as of the date of this Agreement and (B) 10,350,000 of which have been designated Series B Preferred Stock, of which 9,604,878 shares have been issued and are outstanding as of the date of this Agreement. Part 2.3 of the Company Disclosure Schedule sets forth a complete and accurate list of the record ownership of all of which are to be redeemed by SFG on Closing. (viii) All the shares of such Securities are registered in the names Company Capital Stock as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Capital Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. Part 2.3 of the Company Disclosure Schedule identifies each repurchase option that is held by the Company and to which any of such shares is subject. (db) The Company has reserved 19,400,000 shares of Company Common Stock for issuance under the Company Stock Plans, of which options to purchase 8,176,853 shares are outstanding as of the date of this Agreement. Part 2.3 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 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; (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. Except as set forth in Part 2.3 of the Company Disclosure SchedulesSchedule, for options granted under the Company Plans from and after the date of this Agreement in compliance with Section 4.2 of this Agreement or other securities issued from and after the date of this Agreement in compliance with Section 4.2 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 Company Capital Stock or other securities of any Company; the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of any Company; Acquired Corporation; (iii) Contract under the terms of which any Company Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securitiessecurities of any Acquired Corporation; or or (iv) to the Knowledge of the Company, condition or circumstance that may directly will or indirectly could reasonably give rise to or provide a reasonable basis for the assertion of a meritorious claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Capital Stock or other securities of any CompanyAcquired Corporation. (ec) Except as All outstanding shares of Company Common Stock and Company Preferred Stock, and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) all applicable securities laws or pursuant to valid exemptions therefrom and other applicable Legal Requirements and (ii) all requirements set forth in Part 2.3 applicable Contracts. (d) None of the Disclosure Schedule, SFG Acquired Corporations has never ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company other than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issuance price of such securities. All securities so reacquired by SFG the Company were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All the applicable provisions of the Options were issued in compliance with all DGCL and other applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.Legal

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 800,000 shares, no par value, of Class A Common sharescommon stock, of which 6,941,054.84 shares are issued and outstanding; (ii) an unlimited number of 500,000 have been designated “Class B A Voting Common shares, Stock,” of which 23,218,410 156,486 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all outstanding as of the date of this Agreement; and of which 100,000 have been designated “Class B Voting Common Stock,” of which 79,830 shares have been issued and are to be redeemed by SFG on Closingoutstanding as of the date of this Agreement; and and of which 100,000 have been designated “Class C Voting Common Stock,” of which 53,220 shares have been issued and are outstanding as of the date of this Agreement; and of which 100,000 have been designated “Class D Voting Common Stock,” of which 28,292 shares have been issued and are outstanding as of the date of this Agreement; and (viiii) an unlimited number 100,000 shares of Class F Preferred sharespreferred stock, no par value, of which 323,300 none are issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of this Agreement. Each share of the Disclosure Schedule. (b) Class B Voting Common Stock, the Class C 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 Securities (i) outstanding shares of Company Common Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) 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 full material compliance with (i) all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG ContractsRequirements, and (ivii) have been issued all requirements set forth in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is boundCompany Constituent Documents and applicable Company Contracts. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) Except as set forth in Part 2.3 2.3(a) of the Company Disclosure SchedulesSchedule, there are no repurchase options which are held by the Company and to which any shares of capital stock of the Company are subject. (b) 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 34,697 shares of Company Common Stock are outstanding as of the date of this Agreement 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 outstanding as of the date hereof (whether vested or unvested): (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; (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. Except for Company Options granted pursuant to the Company Stock Option Plans and set forth 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 any 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 any the Company; ; (iii) Contract under which any 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 or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of 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. (ec) Except All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, and, except as set forth on Part 2.3(c) of the Company Disclosure Schedule, are free and clear of any Encumbrances. (d) Since the date of the Balance Sheet, except as set forth in Part 2.3 2.3(d) of the Company Disclosure Schedule, SFG the Company has never not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company. All securities so reacquired by SFG the Company were reacquired in full compliance with (i) the applicable provisions of the Tennessee Business Corporation Act (the “TBCA”) and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist Company Capital Stock consists of: : (i) an unlimited number 150,000,000 shares of Class A Company Common sharesStock, of which 6,941,054.84 6,329,326 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 43,350,000 shares of Company Preferred Stock, all (A) 33,000,000 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated Series A Preferred sharesStock, of which 323,300 are 31,321,048 shares have been issued and outstandingare outstanding as of the date of this Agreement and (B) 10,350,000 of which have been designated Series B Preferred Stock, of which 9,604,878 shares have been issued and are outstanding as of the date of this Agreement. Part 2.3 of the Company Disclosure Schedule sets forth a complete and accurate list of the record ownership of all of which are to be redeemed by SFG on Closing. (viii) All the shares of such Securities are registered in the names Company Capital Stock as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Capital Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. . Part 2.3 of the Company Disclosure Schedule identifies each repurchase option that is held by the Company and to which any of such shares is subject. (db) The Company has reserved 19,400,000 shares of Company Common Stock for issuance under the Company Stock Plans, of which options to purchase 8,176,853 shares are outstanding as of the date of this Agreement. Part 2.3 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 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; (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. Except as set forth in Part 2.3 of the Company Disclosure SchedulesSchedule, for options granted under the Company Plans from and after the date of this Agreement in compliance with Section 4.2 of this Agreement or other securities issued from and after the date of this Agreement in compliance with Section 4.2 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 Company Capital Stock or other securities of any Company; the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of any Company; Acquired Corporation; (iii) Contract under the terms of which any Company Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securitiessecurities of any Acquired Corporation; or or (iv) to the Knowledge of the Company, condition or circumstance that may directly will or indirectly could reasonably give rise to or provide a reasonable basis for the assertion of a meritorious claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Capital Stock or other securities of any CompanyAcquired Corporation. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 100,000,000 shares of Class A Common sharesStock, no par value, of which 6,941,054.84 [33,962,500] shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 1,000,000 shares of Preferred Stock, all par value $.001 per share, none of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are have been issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names or outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. All of the Securities (i) outstanding shares of Company Common Stock have been duly authorized and validly issued, (ii) were 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 compliance with any applicable preemptive or similar rights, (iiii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG ContractsRequirements, and (ivii) have been issued all requirements set forth in compliance with the articles applicable Contracts. Part 2.3(a) of the articles Company Disclosure Schedule provides an accurate and complete description of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement each repurchase option which is held by the Company and to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies any shares of capital stock of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the OptionsCompany is subject. (cb) All The Company has reserved 1,008,875 shares of Company Common Stock for issuance under the Company Stock Option Plans, of which options to purchase [1,019,219] shares are outstanding as of the Shares date of this Agreement. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company 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 fully paid subject to such Company Option and non-assessable. the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (diii) 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. Except as set forth in Part 2.3 2.3(b) of the Company Disclosure SchedulesSchedule, 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 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 any the Company; ; (iii) Contract under which any 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 or (iv) to 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 any the Company. (ec) The Company has no Subsidiaries except for the corporations identified in Part 2.3(c) of the Company Disclosure Schedule. All outstanding shares of capital stock of the Company Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (d) Except as set forth in Part 2.3 2.3(d) of the Company Disclosure Schedule, SFG the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company. All securities so reacquired by SFG the Company were reacquired in full compliance with (i) the applicable provisions of the GBCC and all other applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated)ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 28,000,000 shares of Class A Common sharesStock ($.0005 par value per share), of which 6,941,054.84 4,774,580 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement; and (ii) 14,000,000 shares of Preferred Stock ($.0005 par value per share), (A) 600,000 of which have been designated "Series A Preferred Stock," all of which have been issued and are to be redeemed by SFG on Closing; and outstanding as of the date hereof, (viiB) an unlimited number of Class F Preferred shares, 1,280,000 of which 323,300 are issued and outstanding, have been designated "Series B Preferred Stock," all of which have been issued and are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date hereof, (C) 2,636,362 of which have been designated 10. 18 "Series C Preferred Stock," 2,454,544 of which have been issued and are outstanding as of the Disclosure Schedule. date hereof, (bD) 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. As of the date hereof and as of the Effective Time, each outstanding share of Company Preferred Stock is and shall be convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, (ii) were and are fully paid and nonassessable. All outstanding shares of Company Common Stock and Company Preferred Stock, and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with any applicable preemptive or similar rights, (iiii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements Requirements, and (ii) all requirements set forth in compliance 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. (b) 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 all applicable SFG Contractsrespect 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) have been issued in compliance with the articles exercise price per share of the articles of incorporation, by-laws Company Common Stock or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is boundCompany Preferred Stock purchasable under such Company Warrant. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) Except as set forth in Part 2.3 2.3(b) of the Company Disclosure SchedulesSchedule, 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 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 any the Company; ; (iii) Contract under which any 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 or (iv) to the knowledge of the Company, any condition or circumstance that may directly or indirectly give rise to or provide a reasonable 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 Company.is (ec) Except as set forth in Part 2.3 2.3(c) of the Company Disclosure Schedule, SFG the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securitiessecurities of the Company. All securities so reacquired by SFG the Company were reacquired in full compliance with (i) the applicable provisions of the CGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (fd) The information in Recital A is correct and accurate in all respects. Part 2.3 of To the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws knowledge of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreementsafter reasonable investigation, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All no more than 35 shareholders of the Options were issued Company do not qualify as an "accredited investor" (as such term is defined in compliance with all applicable federal, provincial Rule 501(a) of Regulation D promulgated under the Securities Act) and foreign securities laws. None (ii) each shareholder of the Options will vest on Company who is not an accelerated basis accredited investor either alone or with a "purchaser representative" that may be designated by such shareholder in connection with the acquisition transactions contemplated herein or any subsequent termination 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 holder's employment or serviceissuance of shares of Parent Common Stock to such person in connection with the Merger.

Capitalization, Etc. (a) On The authorized capital stock of Eiger as of the Closing Datedate of this Agreement consists of (i) 37,400,000 shares of Eiger Common Stock, par value $0.0001 per share, of which 3,130,665shares have been issued and are outstanding as of the date of this Agreement, and (ii) 30,787,500 shares of preferred stock, par value $0.0001 per share (the “Eiger Preferred Stock”), of which (A) 5,187,500 shares have been 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 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 SFG will Eiger as of immediately prior to the Closing shall consist of: of (i) an unlimited number 68,000,000 shares of Class A Eiger Common sharesStock, 59,271,433 shares of which 6,941,054.84 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding, all of which are to will be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstanding, all (ii) warrants to purchase 590,241 shares of Eiger Common Stock and (iii) 30,787,500 shares of Eiger Preferred Stock, of which are to 5,187,500 shares will have been designated Series A Preferred Stock and 25,600,000 shares will have been designated Series A-1 Preferred Stock, none of which shares of Eiger Preferred Stock will be redeemed by SFG on Closing. (viii) All issued and outstanding. Eiger does not hold any shares of such Securities are registered its capital stock in the names of the Selling Securityholders in the amounts indicated on Part 3.3 of the Disclosure Schedule. (b) its treasury. All of the Securities (i) outstanding shares of Eiger Common Stock and Eiger Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-assessable. (d) nonassessable. Except as set forth in Part 2.3 2.3(a) of the Eiger Disclosure SchedulesSchedule, 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 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 similar right with respect to), 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 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. Each share of Eiger Preferred Stock is convertible into one share of Eiger Common Stock. (b) Except for the 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 for 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 2,902,860 shares have been granted and are currently outstanding, and 224,933 shares of Eiger Common Stock remain available for future issuance pursuant to the 2009 Plan. Part 2.3(b) of the Eiger Disclosure Schedule sets forth the following information with respect to each Eiger Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Eiger Common Stock subject to such Eiger Option at the time of grant; (C) the number of shares of Eiger Common Stock subject to such Eiger Option as of the date of this Agreement; (D) the exercise price of such 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 (H) whether such Eiger Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Eiger has made available to Celladon an accurate and complete copy of the 2009 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(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 Eiger or any Company; 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 Eiger or any Company; of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Eiger or any Company of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Eiger or any Company. (e) Except as set forth in Part 2.3 of the Disclosure Scheduleits Subsidiaries. There are no outstanding or authorized stock appreciation, SFG has never repurchasedphantom stock, redeemed or otherwise reacquired any shares of capital stock profit participation or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive similar rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, Eiger or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securitiesof its Subsidiaries. (hd) Part 2.3 All outstanding shares of the Disclosure Schedule sets forth the holder Eiger Common Stock and Eiger Preferred Stock, as well as all options, warrants and other securities of each OptionEiger, the number have been issued and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). granted in material compliance with (i) All of the Options were issued in compliance with all applicable federal, provincial securities laws and foreign securities lawsother applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. None Eiger has delivered to Celladon accurate and complete copies of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or serviceall Eiger Warrants.

Capitalization, Etc. (a) On the Closing Date, the The authorized capital stock of SFG will consist the Company consists of: : (i) an unlimited number 25,000,000 shares of Class A Common sharesStock (par value $0.001 per share), of which 6,941,054.84 6,649,183 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstandingoutstanding as of the date of this Agreement (which includes 350,000 shares to be issued to JMW Capital or JMW Capital's designees prior to the Closing of this Agreement as payment for services rendered relating to the Merger) and (ii) 10,000,000 shares of Preferred Stock (par value $0.001 per share), all 1,000,000 of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F have been designated Series A Preferred sharesStock, of which 323,300 are 703,534 shares have been issued and outstanding, all of which are to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names outstanding as of the Selling Securityholders in the amounts indicated on Part 3.3 date of the Disclosure Schedule. (b) this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the Securities (i) outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable SFG Contracts, and (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any shareholders' agreement or any other agreement to which SFG is a party or by which it is bound. The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Shares and the Option Holders have delivered to the Purchaser fully executed and complete copies of the option agreements evidencing the Options. (c) All of the Shares are fully paid and non-non- assessable. 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. (db) The Company has reserved 1,700,000 shares of Company Common Stock for issuance under its Stock Plan, of which options to purchase 1,350,500 shares are outstanding as of the date of this Agreement, of which 299,183 shares of Company Common Stock have been issued as a result of the exercise of options. Part 2.3 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 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; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether or not such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 2.3 of the Company Disclosure SchedulesSchedule, 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 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 any the Company; ; (iii) Contract under which any the Company 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 knowledge of the Company and the Key Shareholders, condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a valid 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 the Company. (ec) Except as All outstanding shares of Company Common Stock and Company Preferred Stock and all outstanding Company Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Part 2.3 of the Disclosure Schedule, SFG applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company by such holder. (g) Except as disclosed in Part 2.3 of the Disclosure Schedule, there are no pre-emptive rights or agreements, arrangements or understandings to issue pre-emptive rights with respect to the issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (h) Part 2.3 of the Disclosure Schedule sets forth the holder of each Option, the number and type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws. None of the Options will vest on an accelerated basis in connection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.