Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of Purchaser consists of 23,500,000 common shares of Purchaser Capital Stock and 1,500,000 preference shares of capital stock, each having a par value of NLG 0.96 per share, of which in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are issued and outstanding and held of record as set forth in Part 4.3(a) of the Purchaser Disclosure Schedule. No preference shares of Purchaser are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are issued and outstanding and held of record by Purchaser. (b) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; (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 Purchaser Entity or Merger Sub; (iii) Contract under which any Purchaser Entity is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to 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 Purchaser Entity. (c) All of the issued and outstanding shares of Purchaser Capital Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. Except as set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association). (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessable. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a) of the Disclosure Schedule, in their respective capacities as such shareholders, has any right to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser.

Capitalization, Etc. (a) The authorized capital stock of Purchaser PRN consists of 23,500,000 common 1,000 shares of Purchaser Capital Stock voting common stock, of which 1,000 shares have been issued and 1,500,000 preference are outstanding, and 10,000 shares of non-voting common stock, of which 10,000 shares have been issued and are outstanding. There are no shares of capital stock, each having a par value of NLG 0.96 per share, of which stock held in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are issued and outstanding and held of record as set forth in PRN's treasury. Part 4.3(a2.3(a) of the Purchaser Disclosure Schedule. No preference Schedule sets forth the names of PRN shareholder and the number of shares of Purchaser are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital PRN common stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are issued and outstanding and held owned of record by Purchasereach of such shareholder. All of the outstanding shares of PRN common stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of such shares is subject to any repurchase option or restriction on transfer. (b) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity acquire, or otherwise relating to, any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; PRN ; (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 Purchaser Entity or Merger Sub; PRN ; (iii) Contract under which any Purchaser Entity PRN is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or or (iv) condition or circumstance that would reasonably be expected to directly or indirectly may 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 PRN . Except as set forth in Part 2.3(c) of the Disclosure Schedule, PRN has never issued or granted any Purchaser Entityoption, call, warrant or right to acquire, or otherwise relating to, any shares of its capital stock or other securities. (c) All of the issued and outstanding shares of Purchaser Capital PRN Common Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Contracts. (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessable. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a2.3(e) of the Disclosure Schedule, PRN has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by PRN were reacquired in their respective capacities as such shareholders, has any right to distributions arising out compliance with (i) the applicable provisions of the profitFlorida Business Corporation Act and all other applicable Legal Requirements, reserves and/or liquidation balance of Purchaserand (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Purchaser CLS Labs consists of 23,500,000 common of: (i) 75,000 shares of Purchaser Capital Stock and 1,500,000 preference shares of capital common stock, each having a no par value of NLG 0.96 per share, of which in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common 300 shares are have been issued and are outstanding as of the date of this Agreement. All of the outstanding shares of CLS Labs Common Stock have been duly authorized and held validly issued, and are fully paid and non-assessable. All outstanding shares of record as CLS Labs Common Stock 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 4.3(a) of the Purchaser Disclosure Schedule. No preference shares of Purchaser are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are issued and outstanding and held of record by Purchaserapplicable Contracts. (b) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; CLS Labs; (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 Purchaser Entity or Merger Sub; CLS Labs; (iii) Contract under which any Purchaser Entity CLS Labs is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securitiessecurities of CLS Labs; or or (iv) to the knowledge of CLS Labs, condition or circumstance that would reasonably be expected to directly or indirectly may 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 Purchaser EntityCLS Labs. (c) CLS Labs has no Subsidiaries except for the CLS Subsidiaries. All of the issued and outstanding shares of Purchaser Capital Stock and Merger Sub capital stock (i) or membership interests, as applicable, of the CLS Subsidiaries have been duly authorized and are validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. Except as nonassessable, except to the extent set forth in Part 4.3(c) the operating agreement for Cannabis Life Sciences Consulting, LLC, and all, or a majority of, the outstanding shares of the Purchaser Disclosure ScheduleCLS Subsidiaries are owned beneficially and of record by CLS Labs, none free and clear of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Encumbrances. (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure ScheduleCLS Labs has never repurchased, there are no outstanding put rights, preemptive rights, registration rights redeemed or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to otherwise reacquired any shares of capital stock or other securities of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessableCLS Labs. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a) of the Disclosure Schedule, in their respective capacities as such shareholders, has any right to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser.

Capitalization, Etc. (a) The authorized capital stock of Purchaser Havoc consists of 23,500,000 common of: (i) 50,000,000 shares of Purchaser Capital Stock common stock having no par value. 15,000,000 shares have been issued and 1,500,000 preference are outstanding as of the date of this Agreement and 1,200,000 shares are reserved for the contingent conversion of capital stock, each having debenture holders at a par value conversion price of NLG 0.96 $10.00 per share, of which in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are issued and outstanding and held of record as set forth in Part 4.3(a) of the Purchaser Disclosure Schedule. No preference additional shares have or will be issued by Havoc prior to the Closing Date. No preferred stock has been authorized or issued (ii) AEND will acquire at the Closing, good and valid title to the Exchanged Shares free and clear of Purchaser any Encumbrances. All of such Shares are issued or outstanding. Purchaser has 4,976 shares owned by the Selling Shareholders in the amounts indicated on the Schedule of treasury stock. The authorized capital stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares Shareholders attached as Part 3.3(a) and are issued and outstanding and held of record by Purchaserbeing sold to AEND hereunder. (b) All of the Exchanged Shares (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, (iii) were issued in compliance with any applicable preemptive or similar rights and (iv) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable Contracts. (c) Except as set forth in Part 4.3(b) 3.3 of the Purchaser Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of any Purchaser Entity or Merger SubHavoc; (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 Purchaser Entity or Merger SubHavoc other than the conversion rights of the debenture holders as described above; (iii) Contract Contracts under which any Purchaser Entity Havoc is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to 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 Purchaser Entity. (c) All of the issued and outstanding shares of Purchaser Capital Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. Except as set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Havoc. (d) Except as set forth in Part 4.3(d) 3.3 of the Purchaser Disclosure Schedule, there are no outstanding put rightsHavoc has never repurchased, preemptive rights, registration rights redeemed or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to otherwise reacquired any shares of capital stock of any or other securities. All securities so reacquired by Havoc, if any, were reacquired in full compliance with the applicable provisions of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, applicable state and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessableFederal securities laws. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a) of the Disclosure Schedule, in their respective capacities as such shareholders, has any right to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser.

Capitalization, Etc. (a) The authorized capital stock of Purchaser DTI consists of 23,500,000 common 20,000,000 shares of Purchaser Capital Stock and 1,500,000 preference shares of capital stock, each having a par value of NLG 0.96 per shareDTI Common Stock, of which in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common 12,261,772 shares are issued and outstanding. All of the outstanding shares of DTI Common Stock have been duly authorized and held validly issued, and are fully paid and non assessable. All outstanding shares of record DTI Common Stock have been issued and granted in compliance with (i) all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in DTI Constituent Documents and applicable Contracts. DTI has no authorized shares other than as set forth in Part 4.3(athis Section 2.3(a) of the Purchaser Disclosure Schedule. No preference shares of Purchaser and there are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are no issued and outstanding and held shares of record by PurchaserDTI's capital stock other than the shares of DTI Common Stock as set forth in this Section 2.3(a). (b) Except Other than as set forth in on Part 4.3(b2.3(b) of the Purchaser DTI Disclosure Schedule, there is no: are no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; DTI; (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 Purchaser Entity or Merger Sub; DTI; (iii) Contract under which any Purchaser Entity DTI is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securitiessecurities of DTI; or or (iv) condition or circumstance that would reasonably be expected to 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 DTI. DTI has not issued any Purchaser Entitydebt securities which grant the holder thereof any right to vote on, or veto, any actions by DTI. (c) All of the issued and outstanding shares of Purchaser Capital Stock and Merger Sub capital stock (i) have been duly authorized and validly issuedDTI has never repurchased, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. Except as set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option redeemed or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association). (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to otherwise reacquired any shares of capital stock or other securities of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessableDTI. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a) of the Disclosure Schedule, in their respective capacities as such shareholders, has any right to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser.

Capitalization, Etc. (a) The authorized capital stock of Purchaser MDI consists of 23,500,000 common 100,000,000 shares of Purchaser Capital Common Stock and 1,500,000 preference shares of capital stock, each having a (with no par value of NLG 0.96 per sharevalue), of which in accordance with GAAP 25,656,959 shares have been issued and applicable SEC rules are outstanding as of the date of this Agreement and regulations 8,800,385 common shares are will be issued and outstanding and held of record as set forth in Part 4.3(a) at the Closing Date. All of the Purchaser Disclosure Schedule. No preference outstanding shares of Purchaser MDI Common Stock have been duly authorized and validly issued, and are issued or outstanding. Purchaser fully paid and non-assessable. b) MDI has 4,976 reserved a total of ______ shares of treasury stock. The authorized capital stock MDI Common Stock for issuance under MDI Options Schedule 2.5(b) accurately sets forth, with respect to each MDI Option that is outstanding as of Merger Sub consists the date of 25,000 this Agreement: (i) the name of the holder of such MDI Option; (ii) the total number of shares of MDI Common Stock, $1.00 par value, Stock that are subject to such MDI Option; (iii) the exercise price per share of which 100 shares are issued MDI Common Stock purchasable under such MDI Option; and outstanding and held (iv) whether such MDI Option has been designated an "incentive stock option" as defined in Section 422 of record by Purchaserthe Internal Revenue Code. (bc) Except as set forth in Part 4.3(bSchedule 2.5(b) of the Purchaser MDI Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; MDI; (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 Purchaser Entity or Merger Sub; MDI; (iii) Contract under which any Purchaser Entity MDI is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or or (iv) to the Knowledge of MDI condition or circumstance that would could reasonably be expected to 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 Purchaser EntityMDI. (cd) All of the issued and outstanding shares of Purchaser Capital MDI Common Stock and Merger Sub capital stock all outstanding MDI Options have been issued and granted in compliance with (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all material requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Contracts. (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(eSchedule 2.5(e) of the Purchaser MDI Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding shares of capital stock of each Purchaser Entity is of the MDI subsidiaries are validly issued (in compliance with all applicable securities laws and other Legal Requirements and applicable MDI Contracts), fully paid and nonassessable and are owned of record and beneficially by one or more of the Purchaser EntitiesMDI, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessableEncumbrance. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a) of the Disclosure Schedule, in their respective capacities as such shareholders, has any right to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser.

Capitalization, Etc. (a) The authorized capital stock of Purchaser ▇▇▇▇▇’s as of the date of this Agreement consists of 23,500,000 common 1,000,000 shares of Purchaser Capital Stock and 1,500,000 preference common stock, par value $0.01 per share (the “▇▇▇▇▇’s Common Stock”). As of the date of this Agreement: (i) 100 shares of capital stock, each having a par value of NLG 0.96 per share, of which in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are ▇▇▇▇▇’s Common Stock were issued and outstanding, and (ii) no shares of ▇▇▇▇▇’s Common Stock were held in the treasury of ▇▇▇▇▇’s. (b) All of the outstanding shares of ▇▇▇▇▇’s Common Stock have been duly authorized and held of record validly issued, and are fully paid and nonassessable. Except as set forth in Part 4.3(aSection 2.3(b)(i) of the Purchaser ▇▇▇▇▇’s Disclosure Schedule. No preference , none of the outstanding shares of Purchaser ▇▇▇▇▇’s Common Stock are issued entitled or outstanding. Purchaser has 4,976 subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of treasury stock▇▇▇▇▇’s Common Stock are subject to any right of first refusal in favor of ▇▇▇▇▇’s. The authorized capital stock Except as contemplated herein or as set forth in Section 2.3(b) of Merger Sub consists the ▇▇▇▇▇’s Disclosure Schedule, there is no ▇▇▇▇▇’s Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of 25,000 (or granting any option or similar right with respect to), any ▇▇▇▇▇’s Common Stock. ▇▇▇▇▇’s 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 ▇▇▇▇▇’s Common Stock, $1.00 par value, Stock or other securities. Section 2.3(b)(ii) of the ▇▇▇▇▇’s Disclosure Schedule accurately and completely describes all repurchase rights held by ▇▇▇▇▇’s with respect to shares of ▇▇▇▇▇’s Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which 100 shares of those repurchase rights are issued and outstanding and held of record by Purchasercurrently exercisable. (bc) Except as set forth in Part 4.3(bSection 2.3(c) of the Purchaser ▇▇▇▇▇’s Disclosure Schedule, ▇▇▇▇▇’s 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. (d) Except as set forth in Section 2.3(d) of the ▇▇▇▇▇’s Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of ▇▇▇▇▇’s or any Purchaser Entity or Merger Sub; 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 ▇▇▇▇▇’s or any Purchaser Entity or Merger Sub; of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which ▇▇▇▇▇’s or any Purchaser Entity of its Subsidiaries is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or or (iv) condition or circumstance that would reasonably be expected to directly or indirectly may 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 ▇▇▇▇▇’s or any Purchaser Entityof its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to ▇▇▇▇▇’s or any of its Subsidiaries. (ce) All of the issued and outstanding shares of Purchaser Capital Stock ▇▇▇▇▇’s Common Stock, as well as all options, warrants and Merger Sub capital stock other securities of ▇▇▇▇▇’s, have been issued and granted in material compliance with (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal RequirementsRequirements and (ii) all requirements set forth in applicable Contracts. Except as set forth in Part 4.3(cidentified on Section 2.3(d) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association). (d) Except as set forth in Part 4.3(d) of the Purchaser ▇▇▇▇▇’s Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect warrants to the issued and outstanding shares of Purchaser Capital Stock or any other shares of purchase capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) Aaron’s outstanding on the date of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessablethis Agreement. (f) No depositary receipts (CERTIFICATENSection 2.3(f) have been issued of the ▇▇▇▇▇’s Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of all outstanding ▇▇▇▇▇’s PCU Awards and ▇▇▇▇▇’s RCG Awards, including with respect to any shares each such ▇▇▇▇▇’s PCU Award and ▇▇▇▇▇’s RCG Award, (i) the holder, (ii) the date of Purchaser Common Stock. grant, (giii) No one, with the exception amount payable by ▇▇▇▇▇’s under each ▇▇▇▇▇’s PCU Award (assuming the applicable performance measures are achieved at target) and ▇▇▇▇▇’s RCG Award as of the shareholders date of Purchaser listed in Part 4.3(athis Agreement, (iv) of if applicable, the Disclosure Scheduledate on which each ▇▇▇▇▇’s PCU Award and ▇▇▇▇▇’s RCG Award expires, in their respective capacities and (v) the aggregate amount, taken as a whole, that would be payable by ▇▇▇▇▇’s pursuant to each such shareholders▇▇▇▇▇’s PCU Award and ▇▇▇▇▇’s RCG Award on the Closing Date, assuming the Closing has any right occurred and with respect to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser▇▇▇▇▇’s PCU Awards assuming the applicable performance measures are achieved at target.

Capitalization, Etc. (a) The authorized capital stock of Purchaser the Company consists of 23,500,000 common of: 10,000 shares of Purchaser Capital Common Stock and 1,500,000 preference shares of capital stock, each having a (with no par value of NLG 0.96 per sharevalue), of which in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common 660.37 shares are have been issued and are outstanding and held of record as set forth in Part 4.3(a) of the Purchaser Disclosure Schedule. No preference date of this Agreement and 1,000 shares of Purchaser are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 Preferred Stock (with no par value), of which 100 719.63 shares are have been issued and are outstanding as of the date of this Agreement; and all of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and 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 record by Purchasersuch shares is subject. (b) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; 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 Purchaser Entity or Merger Sub; the Company; (iii) Contract under which any Purchaser Entity the Company is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securitiessecurities of the Company; or or (iv) to the best knowledge of the Company and the Designated Shareholders, condition or circumstance that would reasonably be expected to directly or indirectly may 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 Purchaser Entitythe Company. (c) All To the best knowledge of the issued and Company, all outstanding shares of Purchaser Capital Company Common Stock and Merger Sub capital stock Company Preferred Stock, have been issued and granted in compliance with (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Contracts. (d) Except as set forth in Part 4.3(d) 2.3 of the Purchaser Disclosure Schedule, there are no outstanding put rightsthe Company has never repurchased, preemptive rights, registration rights redeemed or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or otherwise reacquired any other shares of capital stock or other securities of Purchaser or Merger Subthe Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of Colorado Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 4.3(e) 2.3 of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest Schedule sets forth complete and accurate details of any nature in, any Entity, other than passive investments all outstanding membership interests in marketable securities or other investment-grade securitiesIDP. With the exception All of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities membership interests in IDP have been duly authorized and validly issued, are fully paid and nonassessable, and are free of Encumbrances. There is no outstanding option warrant or other right entitling any person to acquire a membership interest in IDP. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a) of the Disclosure Schedule, in their respective capacities as such shareholders, has any right to distributions arising out of the profit, reserves and/or liquidation balance of Purchaser.

Capitalization, Etc. (a) The authorized capital stock of Purchaser SMG consists of 23,500,000 common 100,000 shares of Purchaser Capital Stock common stock, of which 5,120 shares have been issued and 1,500,000 preference are outstanding. There are no shares of capital stock, each having a par value of NLG 0.96 per share, of which stock held in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are issued and outstanding and held of record as set forth in SMG's treasury. Part 4.3(a2.3(a) of the Purchaser Disclosure Schedule. No preference Schedule sets forth the names of SMG shareholders and the number of shares of Purchaser are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital SMG common stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are issued and outstanding and held owned of record by Purchasereach of such shareholders. All of the outstanding shares of SMG common stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of such shares is subject to any repurchase option or restriction on transfer. (b) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity acquire, or otherwise relating to, any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; SMG; (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 Purchaser Entity or Merger Sub; SMG; (iii) Contract under which any Purchaser Entity SMG is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or or (iv) condition or circumstance that would reasonably be expected to directly or indirectly may 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 SMG. Except as set forth in Part 2.3(b) of the Disclosure Schedule, SMG has never issued or granted any Purchaser Entityoption, call, warrant or right to acquire, or otherwise relating to, any shares of its capital stock or other securities. (c) All of the issued and outstanding shares of Purchaser Capital SMG Common Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Contracts. (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessable. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a2.3(d) of the Disclosure Schedule, SMG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SMG were reacquired in their respective capacities as such shareholders, has any right to distributions arising out compliance with (i) the applicable provisions of the profitGeorgia Business Corporation Code and all other applicable Legal Requirements, reserves and/or liquidation balance of Purchaserand (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Purchaser PhySource consists of 23,500,000 common 12,000 shares of Purchaser Capital Stock common stock, of which 6,000 shares have been issued and 1,500,000 preference are outstanding, and an additional 788 shares will be issued to Homa immediately prior to the Closing. There are no shares of capital stock, each having a par value stock held in PhySource's treasury. Part 2.1.3(a) of NLG 0.96 per share, the Disclosure Schedule sets forth the names of which in accordance with GAAP PhySource shareholders and applicable SEC rules and regulations 8,800,385 the number of shares of PhySource common shares are issued and outstanding and held stock owned of record by each of such shareholders. All of the outstanding shares of PhySource common stock have been duly authorized and validly issued, and are fully paid and non-assessable, and except as set forth in Part 4.3(a2.1.3(a) of the Purchaser Disclosure Schedule. No preference , none of such shares of Purchaser are issued is subject to any repurchase option or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are issued and outstanding and held of record by Purchaserrestriction on transfer. (b) Except as set forth in Part 4.3(b2.1.3(b) of the Purchaser Disclosure Schedule, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity acquire, or otherwise relating to, any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; PhySource; (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 Purchaser Entity or Merger Sub; PhySource; (iii) Contract under which any Purchaser Entity PhySource is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or or (iv) condition or circumstance that would reasonably be expected to directly or indirectly may 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 PhySource. Except as set forth in Part 2.1.3(b) of the Disclosure Schedule, PhySource has never issued or granted any Purchaser Entityoption, call, warrant or right to acquire, or otherwise relating to, any shares of its capital stock or other securities. (c) All of the issued and outstanding shares of Purchaser Capital PhySource Common Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Contracts. (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessable. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a2.1.3(d) of the Disclosure Schedule, PhySource has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by PhySource were reacquired in their respective capacities as such shareholders, has any right to distributions arising out compliance with (i) the applicable provisions of the profitIllinois Business Corporation Act and all other applicable Legal Requirements, reserves and/or liquidation balance of Purchaserand (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Purchaser Compass consists of 23,500,000 common 1,000 shares of Purchaser Capital Stock common stock, of which 1,000 shares have been issued and 1,500,000 preference are outstanding. There are no shares of capital stock, each having a par value of NLG 0.96 per share, of which stock held in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are issued and outstanding and held of record as set forth in Compass's treasury. Part 4.3(a2.3(a) of the Purchaser Disclosure Schedule. No preference Schedule sets forth the names of Compass shareholders and the number of shares of Purchaser are issued or outstanding. Purchaser has 4,976 shares of treasury stock. The authorized capital Compass common stock of Merger Sub consists of 25,000 shares of Common Stock, $1.00 par value, of which 100 shares are issued and outstanding and held owned of record by Purchasereach of such shareholders. All of the outstanding shares of Compass common stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of such shares is subject to any repurchase option or restriction on transfer. (b) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity acquire, or otherwise relating to, any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; Compass; (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 Purchaser Entity or Merger Sub; Compass; (iii) Contract under which any Purchaser Entity Compass is or may become obligated to sell or otherwise issue or purchase any shares of its capital stock or any other securities; or or (iv) condition or circumstance that would reasonably be expected to directly or indirectly may 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 Compass. Except as set forth in Part 2.3(c) of the Disclosure Schedule, Compass has never issued or granted any Purchaser Entityoption, call, warrant or right to acquire, or otherwise relating to, any shares of its capital stock or other securities. (c) All of the issued and outstanding shares of Purchaser Capital Compass Common Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association)Contracts. (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger Sub. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessable. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a2.3(e) of the Disclosure Schedule, Compass has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by Compass were reacquired in their respective capacities as such shareholders, has any right to distributions arising out compliance with (i) the applicable provisions of the profitGeorgia Business Corporation Code and all other applicable Legal Requirements, reserves and/or liquidation balance of Purchaserand (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Purchaser AHS consists of 23,500,000 common 100,000 shares of Purchaser Capital Stock common stock, of which 1,126 shares have been issued and 1,500,000 preference are outstanding. There are no shares of capital stock, each having a par value of NLG 0.96 per share, of which stock held in accordance with GAAP and applicable SEC rules and regulations 8,800,385 common shares are issued and outstanding and held of record as set forth in AHS's treasury. Part 4.3(a2.3(a) of the Purchaser Disclosure Schedule. No preference Schedule sets forth the names of AHS's shareholders and the number of shares of Purchaser are issued or outstandingAHS common stock owned of record by each of such shareholders. Purchaser has 4,976 All of the outstanding shares of treasury stock. AHS common stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of such shares is subject to any repurchase option or restriction on transfer. (b) The authorized capital stock of Merger Sub ASI consists of 25,000 100,000 shares of Common Stock, $1.00 par valuecommon stock, of which 100 14,288 shares are have been issued and outstanding are outstanding. There are no shares of capital stock held in ASI's treasury. Part 2.3(b) of the Disclosure Schedule sets forth the names of ASI's shareholders and held the number of shares of ASI common stock owned of record by Purchasereach of such shareholders. All of the outstanding shares of ASI common stock have been duly authorized and validly issued, and are fully paid and non-assessable, and none of such shares is subject to any repurchase option or restriction on transfer. (bc) Except as set forth in Part 4.3(b) of the Purchaser Disclosure Schedule, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire from any Purchaser Entity acquire, or otherwise relating to, any shares of the capital stock or other securities of any Purchaser Entity or Merger Sub; the Companies; (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 Purchaser Entity or Merger Sub; the Companies; (iii) Contract under which any Purchaser Entity is the Companies are or may become obligated to sell or otherwise issue or purchase any shares of its their capital stock or any other securities; or or (iv) condition or circumstance that would reasonably be expected to directly or indirectly may 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 the Companies. Except as set forth in Part 2.3(c) of the Disclosure Schedule, the Companies have never issued or granted any Purchaser Entityoption, call, warrant or right to acquire, or otherwise relating to, any shares of their capital stock or other securities. (cd) All of the issued and outstanding shares of Purchaser Capital Companies Common Stock and Merger Sub capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) have been issued in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements. Except as , and (ii) all requirements set forth in Part 4.3(c) of the Purchaser Disclosure Schedule, none of such shares is, and none of the shares of Purchaser Capital Stock to be issued to the Stockholders in the Merger shall be, subject to any repurchase option or restriction on transfer imposed by Purchaser or any Legal Requirement (other than restrictions on transfer imposed by virtue of (i) applicable Netherlands, U.S. federal and state securities laws summarized in the Disclosure Document or (ii) Purchaser's Articles of Association). (d) Except as set forth in Part 4.3(d) of the Purchaser Disclosure Schedule, there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to the issued and outstanding shares of Purchaser Capital Stock or any other shares of capital stock of Purchaser or Merger SubContracts. (e) Except as set forth in Part 4.3(e) of the Purchaser Disclosure Schedule, Purchaser does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity, other than passive investments in marketable securities or other investment-grade securities. With the exception of the outstanding capital stock of Purchaser, (i) all of the outstanding capital stock of each Purchaser Entity is owned of record and beneficially by one or more of the Purchaser Entities, free and clear of all Encumbrances, (ii) there are no outstanding put rights, preemptive rights, registration rights or voting agreements with respect to any shares of capital stock of any of the Purchaser Entities or any shares of capital stock that any Purchaser Entity is committed to issue, and (iii) all shares of capital stock of all of the other Purchaser Entities have been authorized and validly issued, fully paid and nonassessable. (f) No depositary receipts (CERTIFICATEN) have been issued with respect to any shares of Purchaser Common Stock. (g) No one, with the exception of the shareholders of Purchaser listed in Part 4.3(a2.3(e) of the Disclosure Schedule, the Companies have never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by the Companies were reacquired in their respective capacities as such shareholders, has any right to distributions arising out compliance with (i) the applicable provisions of the profitGeorgia Business Corporation Code and all other applicable Legal Requirements, reserves and/or liquidation balance of Purchaserand (ii) any requirements set forth in applicable Contracts.