Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon exercise conversion of outstanding Options granted under the Company Option Plans Note (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees required by the Note and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stocktransfer agent share reserve letter). All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2in the SEC Documents and common stock purchase warrants issued by the Company after December 31, (b) as set forth above, and (c) for the transactions contemplated by this Agreement2018, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares [ ] shares of Common Stock, of which [ ] shares are issued and outstanding, (ii) 0 Shares [ ] shares are issued and held in the treasury of reserved for issuance pursuant to the Company's stock option plans, [ ] shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and, [ ] shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company's covenant set forth in Section 4(h) below); and (ii) 5,000,000 shares of preferred stock, of which 44,630 shares are issued and outstanding. All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof ("Articles of Incorporation"), the Company's By-laws, as a result in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company's Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, of: (i) 5,220,936 Shares 200,000,000 shares of Common Stock, $0.001 par value per share, of which 70,864,772 shares are issued and outstanding, (ii) 0 Shares ; no shares are issued and held in the treasury of reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 4,545,455 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and Note (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants subject to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company’s covenant set forth in Section 4(g) below). All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in the SEC Documents and in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized as well as the issued and outstanding capital stock of each of the Company consists Purchased ELN Companies are as set forth in Schedule 3.5. The issued and outstanding shares of 7,500,000 Shares. As each of the date hereof, Purchased ELN Companies (i) 5,220,936 Shares are issued and outstandinghave been duly authorized, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitmentnon-assessable, (iii) there are no outstanding contractual obligations were not issued in violation of the Company or any of its Subsidiaries to repurchaseApplicable Law, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there were not issued in violation of and are no equity equivalentsnot subject to any pre-emptive rights, interests in rights of first refusal or rights of first offer and (v) at Closing, will be owned beneficially and of record by the ownership or earnings of Seller, the Company or and 8869332, as applicable, free and clear of all Liens other similar rightsthan restrictions on transfer generally imposed by applicable securities laws. (b) All Except as set forth in Schedule 3.5, there are no issued, reserved for issuance or outstanding: (i) shares or other voting securities of, or equity interests in, any of the outstanding Purchased ELN Companies; (ii) securities of the Purchased ELN Companies convertible into or exercisable or exchangeable for shares or other voting securities of, or equity interests in, any of capital the Purchased ELN Companies; (iii) subscriptions, options, warrants, rights, agreements, commitments or understandings of any kind to acquire from the Seller or any of the Purchased ELN Companies, or other obligation of the Seller or any of the Purchased ELN Companies to issue, deliver, sell, transfer, repurchase or redeem, any shares or other voting securities of, or equity interests in, any of the Purchased ELN Companies or any securities convertible into or exercisable or exchangeable for shares or other voting securities of, or equity interests in, any of the Purchased ELN Companies; or (iv) stock of each Subsidiary have been validly issued and appreciation rights, contingent value rights, “phantom” stock rights, profit participation rights or other similar rights or securities that are fully paid and nonassessable andderivative of, except as disclosed on Schedule 3.2, are owned or provide economic benefits based directly or indirectly by on the Company free and clear of all security interestsvalue or price of, liens, claims, pledges, agreements, limitations in voting rights, charges any shares or other encumbrances voting securities of or equity interests in any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a wholePurchased ELN Companies (the items in clauses (i) through (iv) collectively, the “ELN Companies Securities”). (c) There are no voting trusts outstanding bonds, debentures, notes or other Indebtedness of the Company the holders of which have the right to vote (or convertible into or exercisable or exchangeable for securities having the right to vote) on any matters on which the shareholders of the Company may vote. Except as set forth in Schedule 3.5, there are no accrued or unpaid dividends on any of the Shares. (d) There are no shareholder agreements, voting trusts, proxies or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party in effect with respect to the voting voting, transfer or other disposition of the capital stock Shares. (e) Subject to the terms of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement, at the Closing, the Seller will transfer and deliver to the Purchaser good and valid title to the Shares free and clear of all Liens other than restrictions on transfer generally imposed by applicable securities laws.

Capitalization. (a) The As of May 15, 2000, the authorized capital common stock of the Company consists consisted of 7,500,000 Shares. As 40,000,000 shares of the date hereof, (i) 5,220,936 Shares are Common Stock of which 26,111,813 shares were issued and outstanding, (ii) 0 Shares are and 20,000,000 shares of Class B common stock of which 2,255,452 shares were issued and held in outstanding. After giving effect to the treasury transactions contemplated herein, the authorized preferred stock of the Company, (iii) 421,550 Shares Company consisted of 10,000,000 shares of blank check preferred stock of which there are reserved for issuance upon exercise 1,600,000 shares of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the CompanySeries C Preferred Stock that is not convertible into Common Stock, and (v) 200,000 Shares are reserved 1,766,423 shares of Series D Preferred Stock convertible on a "one for issuance upon exercise of outstanding warrants to purchase common stockone" basis into Common Stock. All the of such outstanding Shares are, shares have been validly issued and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, are fully paid and nonassessable. There No shares of Common Stock are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of and the Company has not attached any liens or encumbrances on any of its Subsidiaries issued and outstandingsuch shares. Except (a) for the above-referenced preferred stock and as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, callsscrip, preemptive rightsrights to subscribe to, subscriptions or other rights, agreements, arrangements calls or commitments of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the Subsidiaries. None of its subsidiaries, (ii) there are no outstanding debt securities, and (iii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiariessubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except as provided herein, respectivelyin Schedule 3(c) and in the Registration Rights Agreement). If requested by the Buyer, the Company has furnished to the Buyer, and the Buyer acknowledges receipt of same by its signature hereafter, true and correct copies of the Company's Articles of Incorporation, as a result amended, as in effect on the date hereof ("Articles of Incorporation"), and the transactions contemplated by this AgreementCompany's Bylaws, as in effect on the date hereof (the "Bylaws").

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares70,000,000 Shares of common stock and 30,000,000 shares of undesignated preferred stock. As of the date hereof, (i) 5,220,936 10,078,838 Shares are issued and outstanding, (ii) 0 Shares all of which are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company are issued or outstanding and (iii) 692,358 shares of Common Stock are issuable on exercise of outstanding stock options granted pursuant to the Company's Plans, and (iv) 15,950 shares of Common Stock are issuable upon exercise of warrants (the "Warrants"). Except as set forth above, no shares of capital stock or other equity securities of the Company are issued or outstanding. There are no bonds, debentures, notes or other indebtedness or other securities of the Company having general voting rights the right to vote (or convertible into into, or exchangeable for, securities having such rightsthe right to vote) ("Voting Debt") on any matters on which stockholders of the Company or any of its Subsidiaries issued and outstandingmay vote. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorizedshareholder, issued or outstandingvoting trust, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or to which any of them are bound, or, to the knowledge of the Company, any irrevocable proxies, relating to the voting of any shares of the capital stock or other equity securities of the Company or any of its Subsidiaries. Except as set forth in this Section or in the Company Disclosure Schedule, there are no options, warrants or other rights relating to the capital stock of the Company or any of the Subsidiaries. None of Subsidiary obligating the Company or its Subsidiaries any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no commitments, understandings, restrictions or arrangements obligating the Company to purchase, redeem or acquire, nor is required the Company party to redeemany agreement granting preemptive or registration rights relating to, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The Its authorized share capital stock and issued and outstanding share capital as of the Company consists date set forth in ‎Section 3.02(a) of 7,500,000 Sharesthe PRE Disclosure Letter, including any capital reserved for issuance upon the exercise or payments of outstanding warrants, share options, share appreciation rights or other equity-related securities or awards (such share option and other equity-related award plans, agreements and programs, each an “Equity Award”), are described in ‎Section 3.02(a) of the PRE Disclosure Letter. As None of its share capital, equity-related securities or warrants are held by it or by its Subsidiaries. ‎Section 3.02(a) of the PRE Disclosure Letter also sets forth a true and complete list of all outstanding Equity Awards outstanding as of the date of this Agreement and the name of each holder thereof and the number of PRE Common Shares for which any such warrant, option, share appreciation right, restricted share, restricted share unit or other equity-related security or award is exercisable for as of the date of this Agreement (without regard to any vesting or other limitations with respect thereof). (b) Except as described in this ‎Section 3.02, as of the date hereof, there are: (i) 5,220,936 Shares are issued and outstandingno shares or securities of, or other equity or voting interests in, it; (ii) 0 Shares are no issued and held in the treasury outstanding shares or securities of the Companyit that are convertible into or exchangeable for share capital of, or other equity or voting interests in, it; (iii) 421,550 Shares are reserved for issuance upon exercise of no outstanding Options granted under the Company Option Plans (as hereinafter defined) options, warrants, rights or other commitments or agreements to acquire from it, or that obligate it to issue, any shares or securities, or other equity or voting interests in, it; (iv) 11,000 Shares are reserved for issuance upon exercise no obligations of certain individual stock options granted it to employees grant, extend or enter into any subscription, warrant, right, convertible or exchange security or other similar agreement or commitment relating to any shares or securities of, or other equity or voting interests in it (the items in clauses ‎(i), ‎(ii), ‎(iii) and directors of the Company‎(iv) being referred to, collectively, as its “Securities”); and (v) 200,000 Shares are reserved for issuance upon exercise no other obligations by it or any of outstanding warrants its Subsidiaries to purchase common stock. All make any payments based on the outstanding Shares areprice or value of any of its Securities, and all shares which may be issued pursuant or dividends paid thereon. (c) With respect to the exercise Equity Awards: (i) each grant of outstanding Options when issued an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the PRE Board, or a committee thereof or such committee’s designee (as the case may be) and any required approval by its shareholders; (ii) each such grant was made in accordance with all applicable Laws, including the rules of the NYSE; (iii) the per share exercise price of each PRE Option was not less than the fair market value of a respective PRE Common Share on the applicable Grant Date; (iv) each such grant qualifies in all material respects for the Tax and accounting treatment afforded to such Equity Awards in its Tax Returns and its SEC Reports, respectively; and (v) no material modifications have been made to any such grants after the Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. The treatment of the Equity Awards provided in ‎Section 2.03 will comply with all applicable Laws and the terms thereof and conditions of the PRE Share Plans and the applicable Equity Award agreements. (d) All PRE Common Shares and PRE Preferred Shares that are issued and outstanding or that are subject to issuance prior to the Effective Time upon the terms and subject to the conditions specified in the instruments under which they are issuable: (i) are, or, in the case of shares issued after the date hereof, will be, duly authorized, validly issued, fully paid and nonassessable. non-assessable, and issued in compliance with applicable Law and the terms and provisions of its applicable Organizational Documents; and (ii) are not, or, in the case of shares issued after the date hereof, will not be, subject to any pre-emptive or similar rights, purchase option call or right of first refusal or similar rights. (e) There are no outstanding contractual obligations of it or any of its Subsidiaries: (i) to repurchase, redeem or otherwise acquire any PRE Common Shares, PRE Preferred Shares, bonds, debentures, notes or other indebtedness having general voting rights of it or share capital, bonds, debentures, notes or other indebtedness of any Subsidiary of it; or (ii) to provide any funds to or convertible into make any investment in (A) any Subsidiary of it that is not wholly owned by it or (B) any other Person. No holder of securities having such rights) ("Voting Debt") of the Company in it or any of its Subsidiaries has any right to have such securities registered by it or any of its Subsidiaries under the Exchange Act. (f) The PRE Common Shares and PRE Preferred Shares constitute the only issued and outstanding. Except outstanding classes of securities of it or its Subsidiaries registered under the Exchange Act. (ag) as disclosed on Schedule 3.2, (b‎Section 3.02(g) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereofPRE Disclosure Letter contains a list of all insurance linked securities, (i) there are no shares of capital stock of the Company authorizedsidecars, issued catastrophe bonds or outstandingweather-related bonds or similar instruments issued, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions guaranteed or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company sponsored by it or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (bh) All It has not guaranteed the outstanding shares obligations of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized share capital stock of the Company consists of 7,500,000 (i) an unlimited number of Shares. As , of which, as at the date hereof, (i) 5,220,936 119,411,077 Shares are validly issued and outstanding, outstanding as fully paid and non-assessable shares in the capital of the Company; and (ii) 0 Shares an unlimited number of preferred shares, issuable in series, of which none have been issued or are outstanding. As at the date hereof, there are outstanding Options issued and held under the Stock Option Plan to purchase an aggregate of 7,468,700 Shares. (b) Except as set out in the treasury Company Disclosure Letter, there are no options, rights, warrants or other Contracts of any character whatsoever requiring the issuance, sale or transfer by the Company or any Subsidiary of the CompanyCompany of any securities of the Company or such Subsidiary (including Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company or such Subsidiary (iiiincluding Shares). No Shareholder is entitled to any pre-emptive or similar right granted by the Company or any of its Subsidiaries to acquire any Shares or other securities of the Company or any of its Subsidiaries. (c) 421,550 A list of all of the holders of all outstanding Options, the number of Options held by each of them, and the exercise prices and expiration date of each grant to such holders is set out in the Company Disclosure Letter. All Shares are reserved for issuance issuable upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the their respective terms thereof will be, be duly authorized, authorized and validly issued, issued as fully paid and nonassessable. non-assessable Shares. (d) There are no outstanding bonds, debentures, notes debentures or other evidences of indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for that carry the transactions contemplated by this Agreement, as of the date hereof, (i) there right to vote or are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock convertible into Shares of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, . (iiie) there There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, outstanding shares or capital stock with respect to the voting or disposition of any outstanding securities of the Company or any subsidiary or affiliate its Subsidiaries. No holder of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly securities issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries has any right to compel the Company to register or otherwise qualify securities for public sale in Canada, the United States, Peru or elsewhere. (f) The Company has never adopted a Rights Plan and is not a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required agreement that relates to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this AgreementRights Plan.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares 100,000,000 shares of Common Stock, of which { } shares are issued and outstanding, (ii) 0 Shares { } shares are issued and held in the treasury of reserved for issuance pursuant to the Company's stock option plans, { } shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and, 24,476,923 shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company's covenant set forth in Section 4(h) below); and (ii) { } shares of preferred stock of which { } shares are issued and outstanding. All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as a result in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company's Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares [ ] shares of Common Stock, of which [ ] shares are issued and outstanding, (ii) 0 Shares [ ] shares are issued and held in the treasury of reserved for issuance pursuant to the Company’s stock option plans, [ ] shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and, [ ] shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company’s covenant set forth in Section 4(h) below); and (ii) [ ] shares of preferred stock of which no shares are issued and outstanding. All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, of: (i) 5,220,936 Shares 6 billion shares of Common Stock, $0.001 par value per share, of which approximately 4,581,060,559 shares are issued and outstanding, ; and (ii) 0 Shares shares of Preferred Stock, no par value per share, of which no shares are issued and held in the treasury of the Companyoutstanding. Except as disclosed on Schedule 3(c) hereof, (iii) 421,550 Shares no shares are reserved for issuance upon exercise of outstanding Options granted under pursuant to the Company Option Plans (Company’s stock option plans. Except as hereinafter defined) (iv) 11,000 Shares disclosed in the SEC Documents no shares are reserved for issuance upon exercise pursuant to securities exercisable for, or convertible into or exchangeable for shares of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockCommon Stock. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for As of the transactions contemplated by effective date of this Agreement, and except as of disclosed in the date hereofSEC Documents, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock Equity Interests of the Company consists of 7,500,000 Shares12,500,000 Class A Units, 2,000,000 Class B Units and 0 Class C Units, of which 11,982,748 Class A Units, 890,422 Class B Units and 0 Class C Units are issued and outstanding and none of which are held in treasury. As All of the date hereof, Company Interests (i) 5,220,936 Shares have been duly authorized, are validly issued, fully paid (to the extent such concept is applicable) and non-assessable (to the extent such concept is applicable), with no personal liability attaching to the ownership thereof and (ii) are owned of record and beneficially by the Company Members as set forth in the Member Allocation Schedule. The Company Interests constitute all of the issued and outstandingoutstanding Equity Interests of the Company. All of the Company Interests was issued in compliance with applicable Law. None of the Company Interests was issued in violation of any agreements, arrangements or commitment to which the Company or any equityholder is a party or is subject to or in violation of any preemptive or similar rights granted by the Company or any Person. (b) Except as set forth on the Member Allocation Schedule or on Section 4.4(b) of the Company Disclosure Schedule, there are no securities, options, warrants, rights, calls, subscriptions, agreements, commitments or understandings of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, redemption, sale, pledge or other disposition of any Equity Interests or other equity awards of the Company or any securities convertible into, or other rights to acquire, any Equity Interests or other equity awards of the Company, (ii) 0 Shares obligates the Company to grant, offer or enter into any of the foregoing, or (iii) relates to the voting or control of such Equity Interests, securities or rights. The Company has not granted to any Person the right to demand or request that the Company effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company. (c) Except for the Company Interests, there are issued and held in no outstanding (i) equity securities or interests or voting debt or equity securities of the treasury Company, (ii) securities convertible or exchangeable into equity securities or interests of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under any debt or debt instruments, options or warrants that require the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Companyissue, and (v) 200,000 Shares are reserved for issuance upon exercise of sell or otherwise cause to become outstanding warrants or to purchase common stock. All the outstanding Shares areacquire, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes repurchase or other indebtedness having general voting rights (redeem equity securities or convertible into securities having such rights) ("Voting Debt") interests of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company “phantom stock,” stock appreciation rights or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party rights with respect to the voting Company. No Company Member or any other Person is entitled to any preemptive or similar rights to subscribe for Equity Interests of the capital stock of the Company or any of the Subsidiaries. Company. (d) None of the Company Members or its Subsidiaries is required to redeem, repurchase Key Persons are or otherwise acquire shares were at the time of capital stock their investment in the Company persons resident in India for the purpose of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreementapplicable Laws in India.

Capitalization. (aA) The authorized All outstanding shares of capital stock of the Company consists of 7,500,000 Shares. As every class and series have been duly authorized and validly issued, free of any preemptive or similar rights except such as have been fully complied with, and are fully paid and nonassessable, with no liability attaching to the date hereofownership thereof. (B) Except as set forth in the (x) Certificate of Incorporation, or (y) the Registration Rights Agreement, the Investor Rights Agreement, the Right of First Refusal Agreement, or the Voting Agreement (all of which were entered into by the Company and the various other parties thereto as of March 4, 2004, as they may have been amended), there are no outstanding (i) 5,220,936 Shares are issued and outstandingrights of first offer or first refusal, "drag-along" rights, "tag-along" rights or other similar rights or agreements, arrangements or commitments of any character which obligate the Company or any of its subsidiaries, or, to the knowledge of the Company, any stockholder of the Company or other person, to transfer, sell or vote any Company Securities (as defined below), (ii) 0 Shares are issued and held in obligations on the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") part of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any SharesCompany Securities, or capital stock (iii) liabilities on the part of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party subsidiaries for dividends declared or accumulated but unpaid with respect to Company Securities, (iv) obligations on the voting of the capital stock part of the Company or any of its subsidiaries to register for public sale any Company Securities, and (v) obligations on the Subsidiaries. None part of the Company or any of its Subsidiaries is required subsidiaries or, to redeemthe knowledge of the Company, repurchase of any stockholder of the Company or otherwise acquire other person for the voting of Company Securities in any manner whatsoever. "Company Securities" means (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company or any of its Subsidiaries, respectively, as a result subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the transactions contemplated by this AgreementCompany, and (iii) options, warrants or other rights to acquire from the Company or any of its subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held Except as disclosed in the treasury of the CompanySEC Documents, (iii) 421,550 Shares no shares are reserved for issuance upon exercise of outstanding Options granted under pursuant to the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares Company’s stock option plans, no shares are reserved for issuance upon exercise pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of certain individual stock options granted to employees Common Stock and directors of the Company, and (v) 200,000 Shares are sufficient shares shall be reserved for issuance upon exercise conversion of outstanding warrants to purchase common stockthe Note (as required by the Note and transfer agent share reserve letter). All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstandingnon-assessable. Except (a) as disclosed on Schedule 3.2, (b) as set forth abovein the SEC Documents, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorizedare subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, issued or outstandingas of the effective date of this Agreement, (iii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares20 million shares of Common Stock, of which 10,556,755 shares were issued and outstanding as of the close of business on May 22, 2002, and 5 million shares of preferred stock, no shares of which are outstanding. As All of the issued and outstanding shares of capital stock of the Company have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. Except as set forth on Schedule 3.02(a), as of the date hereof, there are no outstanding (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) convertible into or exchangeable for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock or voting securities of the Company authorized, issued or outstandingCompany, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions warrants or other rights, agreements, arrangements or commitments of any character, relating rights to the issued or unissued capital stock of acquire from the Company or any of its Subsidiaries, obligating or obligations of the Company or any of its Subsidiaries to issue, transfer any capital stock, voting securities or sell securities convertible into or cause to be issued, transferred or sold any shares of exchangeable for capital stock or Voting Debt ofvoting securities of the Company or (iii) equity equivalents, interests in the ownership or other equity interest in, earnings of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such other similar rights (including stock appreciation rights) (collectively, "Company Securities"). No shares or equity interests, or obligating of capital stock of the Company have been issued by the Company since May 22, 2002, except pursuant to any exercise of options or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, warrants described in Schedule 3.02 (iiia) there There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or shares of capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")Securities. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or to which it is bound relating to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company. Schedule 3.02(a) sets forth information as of the date hereof regarding the exercise price, date of grant, term and number of shares underlying each outstanding option and warrant to acquire capital stock of the Company. (b) Except as described in Schedule 3.01, all of the outstanding capital stock of the Company's Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same). There are no securities of the Company or its Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its Subsidiaries, and no other Contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly of, any capital stock or other ownership interests in, or any of its Subsidiariesother securities of, respectively, as a result any Subsidiary of the transactions contemplated by this AgreementCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares100,000,000 shares of Common Stock. As of the date hereofApril 14, (i) 5,220,936 Shares are issued and 2010, there were 16,940,109 shares of Common Stock outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be have been duly authorized and validly issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, and are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting preemptive rights, charges whether arising under Maryland Law or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly charter or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business bylaws of the Company and its subsidiaries taken Company, as a whole. (c) There are no voting trusts amended or other agreements restated, or understandings any Contract to which or by which the Company or any of its Subsidiaries is a party with respect or otherwise subject or bound or to the voting of the capital stock which or by which any property, business, operation or right of the Company or any of its Subsidiaries is subject or bound. (b) Except as set forth on Section 5.05(b) of the Subsidiaries. None Company Disclosure Schedule, (i) there are no outstanding bonds, debentures, notes or other indebtedness for borrowed money of the Company, and (ii) there are no issued, reserved for issuance or outstanding (A) shares of stock or other voting securities of or ownership interests in the Company other than the Common Stock, (B) securities of the Company convertible into or exchangeable for shares of stock or other voting securities of or ownership interests in the Company, (C) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company or its Subsidiaries is required (D) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any stock of or voting securities of the Company (the items in the foregoing clauses (i) and (ii), together with the Common Stock, being referred to redeemcollectively as the “Company Securities”). There are no outstanding obligations of the Company to repurchase, repurchase redeem or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.the

Capitalization. (a) The As of August 7, 2019, the authorized capital stock of the Company consists of 7,500,000 Shares. As 500,000,000 shares of the date hereofCommon Stock, (i) 5,220,936 Shares of which approximately 121,241,213 shares are issued and outstanding, (ii) outstanding and 0 Shares are issued and held shares of Preferred Stock authorized. Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 6,000,000 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti- dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares80,000,000 shares of Common Stock, without par value, and 30,000,000 shares of preferred stock, without par value (the "Preferred Stock"). As There were, as of the date hereofclose of business on November 30, 2002, (i) 5,220,936 Shares are 56,175,750 shares of Common Stock issued and outstanding, (ii) 0 Shares are no shares of Preferred Stock issued and outstanding and (iii) no shares of Common Stock held in the treasury of the Company. As of November 30, (iii) 421,550 Shares are 2002, there were 4,087,357 shares of Common Stock reserved for issuance upon exercise of outstanding Options granted under Company Options. All outstanding shares of the capital stock of the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding the Company Options will be, when issued in accordance with the respective terms thereof will bethereof, duly authorized, validly issued, fully paid and nonassessable. There are no bondsnon-assessable and not subject to or issued in violation of any purchase option, debenturescall option, notes right of first refusal, preemptive right, subscription right or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") any similar right under any provision of the Company DGCL, the Company's certificate of incorporation, the Company's by-laws or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, contract to which the Company is a party or otherwise bound. (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as As of the date hereof, except as described in Section 4.5(a) herein, there are no outstanding (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt ofother voting securities of the Company, (ii) securities of the Company convertible into or other equity interest in, exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or obligations of the Company to issue, any of its Subsidiaries capital stock, voting securities or securities convertible into or exchangeable for such shares capital stock or equity interests, or obligating voting securities of the Company. Except as disclosed on Section 4.5(b) of the Company or any of its Subsidiaries to grantDisclosure Schedule, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any Shares, Common Stock or other capital stock of the Company or any subsidiary or affiliate of the Company Subsidiary or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiaryCompany Subsidiary or other entity, other than those required loans to Subsidiaries in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rightsbusiness. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of the Company at the date hereof consists of 7,500,000 Shares. As (a) 10,000,000 shares of the date hereofCommon Stock, (i) 5,220,936 Shares 4,606,184 of which shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (vb) 200,000 Shares 5,000,000 shares of Preferred Stock, of which 500,000 are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued and are fully paid and non-assessable and all securities previously issued and sold by the Company were issued and sold in compliance with applicable Federal and state securities laws. Except (a) as disclosed on Schedule 3.2, (b) as set forth abovein the Disclosure Schedule, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no other shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries subsidiaries or securities convertible into or exchangeable for such shares have been issued or equity interestsreserved for issuance, or obligating and except as contemplated by the Company or any of its Subsidiaries to grantFinancing Documents, extend or enter into any such option(a) no subscription, warrant, calloption, subscription convertible security or other right, agreement, arrangement or commitment, right (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution contingent or otherwise) in to purchase or acquire any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None its subsidiaries is authorized or outstanding, (b) there is not any commitment or offer of the Company or any of its Subsidiaries is required subsidiaries to redeemissue any subscription, repurchase warrant (other than the Warrants), option, convertible security or other such right to issue or distribute to holders of any shares of its indebtedness or assets of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (d) there are no restrictions on the transfer of the Company's capital stock other than those arising from Federal and state securities laws. Except as contemplated by this Agreement, no person or entity is entitled to (x) any preemptive or similar right with respect to issuance of any capital stock of the Company, or (y) any rights with respect to the registration of its Subsidiaries, respectivelyany capital stock of the Company under the Securities Act of 1933, as a result of amended (the transactions contemplated by this Agreement"Securities Act").

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As 20,000,000 shares of the date hereofCommon Stock, of which (i) 5,220,936 Shares 8,632,826 shares are validly issued and outstanding, (ii) 0 Shares no shares are issued and held in the treasury of the Companytreasury, and (iii) 421,550 Shares 915,190 shares are reserved for issuance upon exercise of outstanding existing Company Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares defined below). No shares of Common Stock are reserved for issuance upon exercise held by any Subsidiary. Each outstanding share of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, Common Stock is duly authorized, validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) Other than as set forth above, in Schedule 2.3 and (c) for the transactions as contemplated by this Agreement, as of the date hereof, Option Agreements: (i) there are no shares outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments of capital stock any type relating to the issuance, sale, repurchase or transfer by the Company of any Common Stock or other securities of the Company authorized(the "Company Options"), issued or outstandingby the Company or any Subsidiary of any securities of a Subsidiary, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions outstanding securities which are convertible into or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold exchangeable for any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchaseSubsidiary, redeem or otherwise acquire any Shares, or capital stock of and (iii) neither the Company or nor any subsidiary or affiliate Subsidiary has any obligation of the Company or any kind to provide funds to make issue any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding additional shares of capital stock or other securities to pay for or repurchase any shares of each capital stock or other securities of any Subsidiary or any predecessor thereof. The Primary Shares being delivered herewith have been duly authorized, validly issued and are issued, fully paid and nonassessable and, except as disclosed on Schedule 3.2nonassessable, are owned directly or indirectly by the Company being delivered free and clear of all claims, liens, encumbrances and security interests, liens, claims, pledges, agreements, limitations in voting rights, charges and are eligible for NASDAQ NMS trading without further consents or actions other encumbrances of any nature whatsoever than registration with the Securities and Exchange Commission (the "LiensCommission"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material ) thereof pursuant to the business Registration Rights Agreement. The shares of Common Stock which will be issued upon exercise of the Company Options have been authorized and its subsidiaries taken as a whole. (c) There are no voting trusts reserved for issuance, and when issued and delivered in accordance with the terms of the applicable Option Agreement, will be validly issued, fully paid and nonassessable and will be eligible for NASDAQ NMS trading without further consents or actions other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect than registration thereof pursuant to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Registration Rights Agreement.

Capitalization. (a) The As of March 1, 2019, the authorized capital stock of the Company consists of 7,500,000 Shares. As 500,000,000 shares of the date hereofCommon Stock, (i) 5,220,936 Shares of which approximately 114,218,092 shares are issued and outstanding, (ii) outstanding and 0 Shares are issued and held shares of Preferred Stock authorized. Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 2,000,000 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereofof this Agreement, PubCo’s authorized capital stock consists solely of (i) 5,220,936 Shares are issued 100,000,000 shares of PubCo Common Stock, and outstanding, (ii) 0 Shares are issued and held 10,000,000 shares of PubCo Preferred Stock. (b) Except as set forth in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt"Section 4.06(a) of the Company PubCo Disclosure Letter, to the extent expressly permitted under Section 5.02 (including as required by applicable Law) or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (cin Section 4.06(g) for the transactions contemplated by this Agreement, as of the date hereofPubCo Disclosure Letter, (i) there are no outstanding shares of capital stock of any PubCo Entity (subject to any exercise of PubCo Stock Options after the Company authorized, issued or outstandingdate of this Agreement each in accordance with their terms), (ii) there are no existing outstanding subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, subscriptions or other rightssimilar rights (whether or not currently exercisable), agreements, arrangements agreements or commitments of any character, (other than this Agreement) relating to the issued issuance or unissued acquisition of capital stock to which any of the Company PubCo Entities or any of its Subsidiaries, their respective Subsidiaries is a party obligating the Company PubCo Entities or any of its their respective Subsidiaries to (A) issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, interests of any of the Company PubCo Entities or any of its their respective Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to (B) grant, extend or enter into any such subscription, option, warrant, call, subscription convertible securities or other similar right, agreement, arrangement agreement or commitmentarrangement, (iiiC) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchaseredeem, redeem repurchase or otherwise acquire any Sharessuch shares of capital stock or other equity interests, or capital stock (D) provide an amount of the Company funds to, or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in PubCo or any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, its Subsidiaries or any other entity Person, and (iviii) other than pursuant to this Agreement, there is no condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of PubCo Capital Stock. There are no equity equivalentsoutstanding or authorized stock appreciation, interests in the ownership phantom stock, profit participation or earnings of other similar rights with respect to the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a wholeSubsidiaries. (c) All outstanding shares of PubCo Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and not subject to any pre-emptive rights, right of participation, right of maintenance or any similar right. All outstanding shares of PubCo Common Stock and PubCo Stock Options were offered, sold and issued in compliance in all material respects with applicable securities Laws and were not issued in violation in any material respect of (i) the PubCo Organizational Documents or (ii) any Contract. (d) Each outstanding share of capital stock or other equity interests of each Subsidiary of the PubCo Entities is duly authorized, validly issued, fully paid and non-assessable, in each case, to the extent such concepts are applicable to such capital stock or other equity interests, and not subject to any pre-emptive rights, right of participation, right of maintenance, or any similar right. (e) Except as set forth in this Section 4.06, there are no outstanding contractual obligations of the PubCo Entities or any of their respective Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the PubCo Entities, including shares of PubCo Common Stock, or capital stock of any Subsidiary of PubCo. (f) There are no voting trusts trusts, proxies or other agreements similar agreements, arrangements or understandings commitments to which the Company PubCo Entities or any of its their respective Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of any of the Company, PubCo Entities or any of its their respective Subsidiaries. There are no bonds, respectivelydebentures, as a result notes or other instruments of indebtedness of the transactions contemplated by PubCo Entities or any of their respective Subsidiaries that entitle the holder of such instruments of indebtedness to vote together with stockholders of the PubCo Entities on any matters with respect to the PubCo Entities or any of their respective Subsidiaries. (g) Except for the PubCo Equity Plans, PubCo does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Section 4.06(g) of the PubCo Disclosure Letter sets forth the following information with respect to each PubCo Stock Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of PubCo Common Stock subject to such PubCo Stock Option at the time of grant; (iii) the number of shares of PubCo Common Stock subject to such PubCo Stock Option as of the date of this Agreement; (iv) the exercise price of such PubCo Stock Option; (v) the date on which such PubCo Stock Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement and any acceleration provisions; (vii) the date on which such PubCo Stock Option expires; and (viii) whether such PubCo Stock Option is intended to constitute an “incentive stock option” (as defined in the Code) or a non-qualified stock option. PubCo has made available to the Company an accurate and complete copy of the PubCo Equity Plan and a form of stock option agreement that is consistent in all material respects with the stock option agreements evidencing outstanding options granted thereunder.

Capitalization. (a) The Company has an authorized capital stock capitalization of the Company consists 200 million shares of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the CompanyCommon Stock, and 50 million shares of preferred stock, par value $.01 per share (vthe “Preferred Stock”) 200,000 Shares are reserved for issuance upon exercise of and an outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) capitalization as set forth above, in the General Disclosure Package and (c) for the transactions contemplated by this Agreement, as of Prospectus; the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any outstanding shares of capital stock or Voting Debt ofpartnership or membership interests, of the Company and each subsidiary of the Company, including the Operating Partnership and its subsidiaries (each, a “Subsidiary” and collectively, the “Subsidiaries”), as applicable, have been duly and validly authorized and issued and are fully paid and, with respect to shares of capital stock, membership interests and limited partnership interests, non-assessable (except to the extent such non-assessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act), and, except as disclosed in Exhibit A to the Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), all of the outstanding shares of capital stock or partnership or membership interests of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company, free and clear of any pledge, lien, encumbrance, security interest or other equity interest inclaim, except for security interests in favor of lenders created pursuant to or in connection with loan documents disclosed in the General Disclosure Package and the Prospectus, and, except as disclosed in the Registration Statement, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsGeneral Disclosure Package and the Prospectus, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual (i) securities or obligations of the Company or any of its the Subsidiaries to repurchase, redeem convertible into or otherwise acquire exchangeable or redeemable for any Shares, or capital stock or other equity interests of the Company or any subsidiary Subsidiary, (ii) warrants, rights or affiliate of the Company options to subscribe for or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which purchase from the Company or any of its Subsidiaries is a party with respect to the voting of the Subsidiary any such capital stock or other equity interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required Subsidiary to redeem, repurchase or otherwise acquire issue any shares of capital stock of the Companyor other equity interests, any convertible or exchangeable or redeemable securities or obligation, or any of its Subsidiarieswarrants, respectively, as a result of the transactions contemplated by this Agreementrights or options.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are the authorized, issued and outstanding, (ii) 0 Shares are issued and held in the treasury outstanding capital stock of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise Company is as set forth on Schedule 4.3 hereto and no other shares of outstanding Options granted under capital stock of the Company Option Plans (will be outstanding as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockClosing Date. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) Other than as set forth above, and (c) for the transactions contemplated by this Agreementon Schedule 4.3 hereto, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , and (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result Subsidiaries are obligated to register the sale of any of its or their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the transactions contemplated by this Agreement.Convertible Notes,

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 (A) 30,000,000 Common Shares and (B) 5,000,000 shares of preferred stock (the "Preferred Shares"). As of the date hereof, (i) 5,220,936 5,745,599 Common Shares are issued and outstanding, (ii) 0 no shares of Preferred Shares are issued and held in the treasury of the Companyoutstanding, and (iii) 421,550 no more than 1,400,000 Common Shares are reserved for future issuance pursuant to outstanding Company Options, pursuant to which options to purchase 733,000 shares are exercisable as of the date hereof and options to purchase zero (0) shares become exercisable on or after that date at prices below the Per Share Price. No other capital stock of the Company is authorized or issued other than shares that may be issued upon the exercise of outstanding Options options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 1994 Plan. All issued and outstanding Common Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstandingnon-assessable. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and in the Company Securities Filings (cas hereinafter defined) for filed prior to the transactions date of this Agreement or as otherwise contemplated by this Agreement, as of the date hereof, (i) there are no outstanding rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of any kind relating to any of the outstanding, authorized but unissued shares of the capital stock or any other security of the Company, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. Except as disclosed in the Company authorizedSecurities Filings filed prior to the date of this Agreement, issued or outstanding, (ii) there are no existing optionsobligations, warrantscontingent or other, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any Shares, shares of Common Shares or the capital stock of the any Company or any subsidiary or affiliate of the Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, Company Subsidiary or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rightsentity. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized and outstanding capital stock of the Company consists of 7,500,000 Shares. As Companies is set forth in Section 4.4(a) of the date hereof, (i) 5,220,936 Shares are Disclosure Schedule. All of the Companies' issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, is duly authorized, validly issued, fully paid paid, nonassessable, free of any preemptive rights, have been issued in compliance with applicable Law and nonassessableis held of record and beneficially by Seller, free and clear of any Encumbrance. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") The Shares constitute all of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of outstanding capital stock of the Company authorizedCompanies. (b) Except as set forth in Section 4.4(b) of the Disclosure Schedule, issued or outstanding, (ii) there are (i) no existing outstanding obligations, options, warrants, calls, preemptive rights, subscriptions convertible securities or other rights, agreements, arrangements or commitments of any character, kind relating to the issued or unissued capital stock of the Company Companies or any of its Subsidiaries, obligating the Company or any of its Subsidiaries Companies to issue, transfer issue or sell or cause to be issued, transferred or sold otherwise transfer any shares of capital stock or Voting Debt of, or any other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitmentCompanies, (iiiii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries Companies to repurchase, redeem or otherwise acquire any Shares, or shares of their respective capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person or (iii) no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of their respective capital stock. (c) Section 4.4(c) of the Disclosure Schedule sets forth a true and complete list of all Subsidiaries of the Companies, listing for each Subsidiary its name, its jurisdiction of organization, the percentage of stock or other equity interest of each subsidiary owned by the Companies or a Subsidiary and the authorized and outstanding capital stock of each such subsidiarySubsidiary. Other than the Subsidiaries or as otherwise set forth in Section 4.4(c) of the Disclosure Schedule, there are no other than those required corporations, partnerships, joint ventures, associations or other similar entities in which the ordinary course Companies own, of business record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire the same. All of such subsidiariesthe issued and outstanding shares (or voting securities) of each of the Subsidiaries are validly issued, fully paid, nonassessable, and free of any preemptive rights. Except as set forth in Section 4.4(c) of the Disclosure Schedule, (i) the Companies own beneficially and of record all of the outstanding shares of capital stock (or voting securities) of each Subsidiary free and clear of any Encumbrances, (ii) there are no outstanding obligations, options, warrants, convertible securities or other rights, agreements or commitments of any kind relating to the capital stock of any Subsidiary or obligating the Companies or any Subsidiary to issue or sell or otherwise transfer any shares of capital stock of, or any other entity interest in, any Subsidiary, (iii) there are no outstanding obligations of the Subsidiaries to repurchase, redeem or otherwise acquire any shares of their respective capital stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person, and (iv) there are no equity equivalentsvoting trusts, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, stockholder agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party in effect with respect to the voting or transfer of any of their respective capital stock. (d) Except as set forth on Section 4.4(d) of the capital stock Disclosure Schedule, the "Fresh Cut" business of Seller as such business is described in Seller's public filings with the Company or any of United States Securities and Exchange Commission (the "Business") is conducted exclusively by the Companies and the Subsidiaries. None At Closing, the assets and properties of the Company or its Companies and the Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock will constitute substantially all of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated tangible and intangible property historically used by this Agreementthem.

Capitalization. (a) The authorized capital stock of the Company on the date hereof, consists of 7,500,000 Shares250,000,000 shares of Common Stock, 121,082,543 shares of which are issued and outstanding, 825,000 shares of Series A convertible preferred stock, 21,645 shares of which are issued and outstanding, 825,000 shares of series B convertible preferred stock, no shares of which are issued and outstanding, 625,000 shares of Series C convertible preferred stock, 614,177 are issued and outstanding and 100,000 shares of series D junior participating preferred stock, no shares of which are issued and outstanding, and no other capital stock. As All issued and outstanding shares of the Company’s Common Stock (a) have been duly authorized and validly issued, and (b) are fully paid and non-assessable. The rights, preferences, privileges and restrictions of the Common Stock are as stated in the Certificate of Incorporation currently on file with the Delaware Secretary of State and the Registration Rights Agreement. Except as set forth in the periodic reports that the Company has filed on or prior to the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) (including the exhibits incorporated by reference) in accordance with its obligations under the Exchange Act and the rules and regulations promulgated thereunder (the “SEC Reports”), as of the date hereof, no other capital stock, options, units, warrants, rights to purchase (iincluding any preemptive rights, calls or commitments of any character whatsoever) 5,220,936 Shares or otherwise acquire or securities that are issued and outstandingexercisable, (ii) 0 Shares are issued and held exchangeable or convertible into any shares of Common Stock or other ownership interests in the treasury of the CompanyCompany are authorized, (iii) 421,550 Shares are issued, reserved for issuance upon exercise of or outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees other than herein and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of Warrant Purchase Agreement). Except as set forth in the SEC Reports, the Company has no authorized or outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights the holders of which have the right to vote (or which are convertible into into, exchangeable for, or evidence the right to subscribe for or acquire securities having such rightsthe right to vote) ("Voting Debt") with the holders of capital stock of the Company or on any of its Subsidiaries issued and outstandingmatter. Except (a) as disclosed on Schedule 3.2, (b) as set forth abovein the SEC Reports, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no contracts to which the Company is party or by which it is bound to (x) repurchase, redeem or otherwise acquire any shares of capital stock of the Company authorized, issued or outstanding, (iiy) there are no existing options, warrants, calls, preemptive rights, subscriptions vote or other rights, agreements, arrangements or commitments dispose of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or . There are no irrevocable proxies and no voting agreements with respect to any of its Subsidiaries, respectively, as a result capital stock of the transactions contemplated by Company. Except as set forth in the SEC Reports, other than the Registration Rights Agreement, the Company has no agreement, arrangement or understandings to register any securities of the Company under the Securities Act or under any state securities law and has not granted registration rights to any person (other than agreements, arrangements or understandings with respect to registration rights that are no longer in effect as of the date of this Agreement). Immediately following the Closing, and notwithstanding anything contained herein to the contrary, the shares of Common Stock issued pursuant to this Agreement will represent 4.99% of the issued and outstanding Common Stock of the Company on a non-diluted basis.

Capitalization. (a) The As of February 1, 2000, the authorized capital common stock of the Company consists of 7,500,000 Shares. As 75,000,000 shares of the date hereof, (i) 5,220,936 Shares are Common Stock of which 44,238,000 shares were issued and outstanding. There are no other authorized classes of common stock, (ii) 0 Shares nor are there authorized any other classes of preferred stock or other equity securities. All of such outstanding shares of Common Stock have been validly issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of Common Stock are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rightsany liens or encumbrances. Except for the above-referenced preferred stock and as disclosed in Schedule 3(c) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreementattached if applicable), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, callsscrip, preemptive rightsrights to subscribe to, subscriptions or other rights, agreements, arrangements calls or commitments of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the Subsidiaries. None of its subsidiaries, (ii) there are no outstanding debt securities, and (iii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiariessubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except as provided herein, respectivelyin Schedule 3 and in the Registration Rights Agreement). If requested by the Buyer, the Company has furnished to the Buyer, and the Buyer acknowledges receipt of same by its signature hereafter, true and correct copies of the Company's Articles of Incorporation, as a result amended, as in effect on the date hereof ("Articles of Incorporation"), and the transactions contemplated by this AgreementCompany's Bylaws, as in effect on the date hereof (the "Bylaws").

Capitalization. (a) The authorized capital stock of the ---------------------------- Company consists of 7,500,000 Shares17,000,000 shares of Company Common Stock. As of the date hereofNovember 10, 1998, (ia) 5,220,936 Shares are 6,010,795 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive (iior similar) 0 Shares are issued rights and (b) 1,105,300 shares of Company Common Stock were held in the treasury of the Company. Except for options issued pursuant to the Stock Option Agreement, no Options have been granted and no Shares have been issued and the total number of Options outstanding as of the date of this Agreement is 153,500. Except (iiii) 421,550 Shares are reserved for issuance upon as set forth above and (ii) as a result of the exercise of Options, there are outstanding Options granted under the Company Option Plans (as hereinafter definedA) (iv) 11,000 Shares are reserved for issuance upon exercise no shares of certain individual capital stock options granted to employees and directors or other voting or non-voting securities of the Company, (B) no securities of the Company convertible into or exchangeable for shares of capital stock or voting or non-voting securities of the Company, (C) no options, warrants or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, non-voting securities, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (vD) 200,000 Shares are reserved for issuance upon exercise no equity equivalents, interests in the ownership or earnings of outstanding warrants to purchase common stockthe Company or other similar rights (collectively, "Company Securities"). All the outstanding Shares areExcept as set forth above, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") outstanding obligations of the Company or any of its Subsidiaries issued and outstandingsubsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there There are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing other options, warrants, calls, preemptive rights, subscriptions warrants or other rights, agreements, arrangements or commitments of any character, character relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating subsidiaries to which the Company or any of its Subsidiaries subsidiaries is a party. All shares of Company Common Stock subject to issueissuance as aforesaid, transfer or sell or cause upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, transferred fully paid and nonassessable and free of preemptive (or sold any shares of capital stock or Voting Debt of, or other equity interest in, similar) rights. Except as disclosed in Schedule 3.3 to the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsDisclosure Letter, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or subsidiaries to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, subsidiary or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings entity. Each of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been of the Company's subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable and, except as disclosed on Schedule 3.2, and all such shares are owned directly or indirectly by the Company or another wholly owned subsidiary of the Company as set forth in Schedule 3.3 to the Company Disclosure Letter and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")whatsoever, except where the failure to own such shares free and clear is not, individually or in the aggregate, likely to have a Material Adverse Effect. Except as disclosed on Disclosed in Schedule 3.2, no entity in which 3.3 to the Company ownsDisclosure Letter is a list of the subsidiaries and affiliates of the Company which evidences, among other things, the percentage of capital stock or other equity interests owned by the Company, directly or indirectly, less than a 50% equity interest is, individually in such subsidiaries or when taken together with all such other associated entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As (i) 15,000,000 shares of Company Common Stock of which at the date hereof, : (iA) 5,220,936 Shares 5,920,500 shares are issued and outstanding, ; (iiB) 0 Shares no shares are issued and held in the treasury of the Company, ; and (iiiC) 421,550 Shares 127,500 shares are reserved for future issuance upon exercise of outstanding Options pursuant to stock options (the "Stock Options") granted under pursuant to the Company Company's Incentive Stock Option Plans Plan and 1996 Stock Option Plan (as hereinafter definedthe "Option Plans") (iv) 11,000 Shares and 185,000 are reserved for future issuance upon exercise of certain individual pursuant to stock options granted to employees and directors of available for grant under the Company, Option Plans; and (vii) 200,000 Shares are reserved for issuance upon exercise 5,000,000 shares of outstanding warrants to purchase common preferred stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will bepar value $.01 per share, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company ("COMPANY PREFERRED STOCK"), of which no shares are issued or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no No shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable reserved for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings purpose. Each of the Company or other similar rights. (b) All the outstanding shares of capital stock of, or other equity interests in, the Company and Subsidiary has been duly authorized and validly issued, and, in the case of each Subsidiary have been validly issued and shares of capital stock, are fully paid and nonassessable andnonassessable, except as disclosed on Schedule 3.2, are and such shares or other equity interests owned directly or indirectly by the Company are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in on the Company's voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2whatsoever, no entity except that PNC Bank and Von Roll hold security interests in which all of the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material Company's assets pursuant to the business provisions of the Company and its subsidiaries taken as a wholeDebt. (cb) There Except as set forth in Section 4.03(a) above, there are no voting trusts options, warrants or other agreements rights (including registration rights), agreements, arrangements or understandings commitments of any character to which the Company or any of its Subsidiaries Subsidiary is a party with respect relating to the voting issued or unissued capital stock of the Company or Subsidiary or obligating the Company or Subsidiary to grant, issue or sell any shares of the capital stock of the Company or any of the SubsidiariesSubsidiary, by sale, lease, license or otherwise. None There are no obligations, contingent or otherwise, of the Company or its Subsidiaries is required Subsidiary to redeem(x) repurchase, repurchase redeem or otherwise acquire shares of any capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.7

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As (i) 15,000,000 shares of Common Stock of which as of May 31, 2000 there were 9,679,001 shares issued and outstanding and (ii) 3,000,000 shares of Preferred Stock of which as of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There hereof there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries shares issued and outstanding. Except As of May 31, 2000 there were outstanding Options to purchase an aggregate of 367,977 shares of Common Stock (a) as disclosed on Schedule 3.2, (b) as set forth above, all of which Options were vested and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no exercisable). All outstanding shares of capital stock of the Company authorizedhave been duly authorized and validly issued and are fully paid and nonassessable. (b) Except for the Rights Agreement, issued except as set forth in this SECTION 5.5 and except for changes since May 31, 2000 resulting from the exercise of Options outstanding on such date, there are no outstanding (i) shares of capital stock or outstandingother voting securities of the Company, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions securities of the Company convertible into or other rights, agreements, arrangements or commitments exchangeable for shares of any character, relating to the issued or unissued capital stock or voting securities of the Company or any of its Subsidiaries, obligating (iii) options or other rights to acquire from the Company or any its Subsidiaries, or obligations of the Company or its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt ofstock, or other equity interest in, the Company or any of its Subsidiaries voting securities or securities convertible into or exchangeable for such shares of capital stock or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations voting securities of the Company or any of its Subsidiaries to repurchaseSubsidiary, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, equivalent interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights. rights (bthe items in clauses (b)(i), (ii), (iii) All and (iv) being referred to collectively as the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("LiensCOMPANY SECURITIES"). Except as disclosed set forth on Schedule 3.2SECTION 5.5 of the Disclosure Letter, there are no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business outstanding obligations of the Company and its subsidiaries taken as a whole. (c) or any Subsidiary to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or by which it is bound relating to the voting or registration of the any shares of capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreementpreemptive rights with respect thereto.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares There are 100 Membership Units issued and outstanding, (ii) 0 Shares all of which are issued duly subscribed for and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstandingpaid. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by described in this AgreementSection 5.3 or in Section 5.3 of CYL Disclosure Schedule, as of the date hereofof this Agreement, (i) no Membership Units are reserved for any other purpose. Except as set forth in Section 5.3 of the CYL Disclosure Schedule, CYL has not granted any options in, or any other rights to purchase, Membership Units and there are no shares such options or rights outstanding. Each CYL Member is the owner of capital stock record and beneficially of the Company authorizednumber of Membership Units set forth in Schedule 4.1, issued which total amount equals all outstanding Membership Units. Set forth in Section 5.3 of the CYL Disclosure Schedule is a schedule showing in sufficient detail the amounts expended to date by Development Holdings in the organization of CYL, including a description of the uses of such expended amounts, which schedule shall also be updated through and delivered at the Closing. (b) Except as set forth in Section 5.3(a) above or outstandingotherwise contemplated hereby, (ii) as of the date of this Agreement, there are no existing options, warrants, calls, preemptive rights, subscriptions warrants or other rights (including registration rights), agreements, arrangements or commitments of any character, character to which CYL is a party relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, Membership Units or other equity interest in, the Company or any securities of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsCYL, or obligating the Company or any of its Subsidiaries CYL to grant, extend issue or enter into sell any such option, warrant, call, subscription Membership Units or other rightsecurities of CYL, agreementby sale, arrangement lease, license or commitment, (iii) there otherwise. There are no outstanding contractual obligations obligations, contingent or otherwise, of the Company or any of its Subsidiaries CYL to (x) repurchase, redeem or otherwise acquire any SharesMembership Units; or (y) provide funds to, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment in (in the form of a loan, capital contribution or otherwise) in ), or provide any such subsidiaryguarantee with respect to the obligations of CYL or any other person. As of the date of this Agreement, other than those required in the ordinary course of business of such subsidiariesCYL neither owns nor has agreed to purchase or otherwise acquire, any capital stock of, or any interest convertible into or exchangeable or exercisable for, any capital stock of any corporation, partnership, joint venture or other entity and (iv) business association or entity. Except as set forth in Section 5.3 of CYL Disclosure Schedule, there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges arrangements or other encumbrances commitments of any nature whatsoever character ("Liens")contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of CYL. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts trusts, proxies or other agreements or understandings to which the Company or any of its Subsidiaries CYL is a party or relating to CYL with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this AgreementMembership Units.

Capitalization. (a) The authorized capital stock capitalization of the Company consists of 7,500,000 Shares. As as of the date hereofhereof is as set forth on Schedule 3(c). Except as disclosed in Schedule 3(c), (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares no shares are reserved for issuance upon exercise of outstanding Options granted under pursuant to the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares Company’s stock option plans and no shares are reserved for issuance upon exercise pursuant to securities exercisable for, or convertible into or exchangeable for shares of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockCommon Stock. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Shares or the Warrants. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide each Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive Officer on behalf of the Company as of each Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereofof this Agreement, (i) 5,220,936 Shares are the aggregate number of shares and type of all authorized, issued and outstandingoutstanding classes of shares, (ii) 0 Shares are issued options and held in the treasury other securities of the Company, Company and the Subsidiaries (iii) 421,550 Shares are reserved whether or not presently convertible into or exercisable or exchangeable for issuance upon exercise shares of outstanding Options granted under the Company Option Plans (as hereinafter definedand the Subsidiaries) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockis set forth in Schedule 4.6 hereto. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and have been issued in compliance in all material respects with all applicable securities laws. There are no bondsThe Company and the Subsidiaries have outstanding only those options, debentureswarrants, notes script rights to subscribe to, calls or other indebtedness having general voting commitments of any character whatsoever relating to, or securities, rights (or obligations convertible into securities having such rightsor exercisable or exchangeable for, or entered into any agreement giving any Person (as defined in Section 4.29 hereof) ("Voting Debt") of the Company any right to subscribe for or acquire, any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorizedor the Subsidiaries, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions securities or other rights, agreements, arrangements rights convertible or commitments exchangeable into shares of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rightsas set forth on Schedule 4.6. (b) All Except as set forth on Schedule 4.6 hereto, and except for customary adjustments as a result of share dividends, share splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued or agreement entered into by the outstanding Company or the Subsidiaries (or in any agreement providing rights to security holders) and the issuance and sale of the Securities will not obligate the Company or the Subsidiaries to issue shares of capital stock Common Stock or other securities to any Person (other than Purchaser) and will not result in a right of each Subsidiary have been validly issued and are fully paid and nonassessable andany holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. To the Knowledge (as hereinafter defined) of the Company, except as disclosed on in Schedule 3.2, are owned directly or indirectly by 4.6 hereto and except for the Company free and clear Company’s ownership of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2the Subsidiaries, no entity in which Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Company ownsSecurities Exchange Act of 1934, directly as amended (the “Exchange Act”)), or indirectlyhas the right to acquire, less than a 50% equity interest is, individually by agreement with or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which by obligation binding upon the Company or any the Subsidiaries, a beneficial ownership interest in the Company or the Subsidiaries in excess of its Subsidiaries is a party with respect to the voting 5% of the outstanding capital stock of such entity. “Knowledge” means the Company or any actual knowledge (i.e., the conscious awareness of facts and other information) of the Subsidiaries. None of chief executive officer and/or the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock chief financial officer of the Company, or any of its Subsidiaries, respectively, as after undertaking a result of customary and reasonable investigation under the transactions contemplated by this Agreementcircumstances.

Capitalization. (a) The authorized capital stock of the Company Company, immediately prior to the Closing and after giving effect to the Company’s Certificate of Incorporation attached hereto as Exhibit C (the “Certificate of Incorporation”), consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares 100,000,000 shares of Common Stock, par value $0.001 per share, no shares of which are issued and outstanding (the “Common Shares”), and (ii) 18,000,000 shares of Preferred Stock, par value $0.001 per share, 9,500,000 of which are designated as Series A Convertible Preferred Stock, none of which are issued and outstanding, and 8,500,000 of which are designated as Series B Convertible Preferred Stock, none of which are issued and outstanding. (b) The Company shall assume the PC Plan, pursuant to which 4,511,970 Common Shares have been reserved for issuance to officers, directors, employees and consultants of the Company pursuant to awards thereunder. The PC Plan is the only plan adopted or assumed by the Board of Directors and/or stockholders of the Company providing for the issuance of capital stock or rights to acquire capital stock. (c) Other than as contemplated by the Assigned Contracts and the assumed PC Options, (1) no subscription, warrant, option, convertible security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, and (2) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Other than as provided for in the Certificate of Incorporation, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. (d) Except as provided for in the Assigned Contracts, there are no voting trusts or agreements, stockholders’ agreements, registration rights agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s Knowledge, to which any other Person is a party. (e) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or which otherwise permit the holder thereof to participate in the proceeds of a sale of the Company (regardless of how structured). (f) The rights, preferences, privileges and restrictions of the Replacement Shares are as stated in the Certificate of Incorporation and such rights, preferences, privileges and restrictions are valid, binding and enforceable and are in accordance with all applicable laws. (g) Except as contemplated by the Assigned Contracts, no stock plan (including the assumed PC Plan), stock purchase, restricted stock, stock option, employment agreement or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for mandatory acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment (whether actual or constructive); (ii) 0 Shares are issued and held any merger, consolidated sale of stock or assets, change in the treasury of control or any other transaction(s) by the Company, ; (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued ; or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances occurrence of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly other event or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business combination of the Company and its subsidiaries taken as a wholeevents. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares 75,000,000 shares of Common Stock, of which 29,058,366 shares are issued and outstanding, (ii) 0 Shares no shares are issued and held in the treasury of reserved for issuance pursuant to the Company's stock option plans, 14,741,250 shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 45,000,000 shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company's covenant set forth in Section 4(h) below); and (ii) 100,000 shares of preferred stock, of which no shares are issued and outstanding. All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof ("Articles of Incorporation"), the Company's By-laws, as a result in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company's Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized stock capital stock of the Company consists Parent will be on or immediately following to the SEA Closing, as set forth in the Restated Articles, and such number of 7,500,000 Shares. As of Common Stock as set forth in the date hereof, Capitalization Table are or shall be (iimmediately following the SEA Closing) 5,220,936 Shares are issued and outstanding. (b) Prior to the SEA Closing, the Board shall reserve 4,626,619 shares of Common Stock prior to the SEA Closing for issuance of, and grant of options or other equity awards exercisable into, Common Stock to directors, officers, employees, consultants and service providers of the Parent or its subsidiaries (iithe “ESOP Pool”). (c) 0 Shares are The issued and held in the treasury outstanding shares of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees Parent were duly and directors of the Company, validly authorized and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bondsnon-assessable, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") and offered and issued in compliance with the provisions of the Company or any Parent’s Articles of its Subsidiaries issued Incorporation as in effect at the time of each such issuance and outstanding. Except in compliance with all applicable corporate and securities laws. (ad) as disclosed on Schedule 3.2Immediately prior to the SEA Closing, (b) as set forth aboveno shares, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, callsrights (including conversion, preemptive rights, subscriptions rights of first refusal or other similar rights, agreements, arrangements ) or commitments agreements for the purchase from the Parent of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiariesstock capital, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsstock of the Parent shall be outstanding, other than as set forth in Section ‎2.2(d) of the Disclosure Schedule, or obligating that could require the Company Parent to issue, sell, transfer or otherwise cause to be outstanding any of its Subsidiaries the Parent’s stock capital or securities convertible or exercisable into shares thereof. (e) Immediately prior to grantthe SEA Closing, extend no option, security or enter other equity award convertible or exercisable into any stock of the Parent shall contain a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such option, warrant, call, subscription security or other rightequity award upon the occurrence of any event or combination of events, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations other than as set forth in Section 2.2(e)‎ of the Company Disclosure Schedule. No share, option, security or any of its Subsidiaries to repurchase, redeem other equity award convertible or otherwise acquire any Shares, or capital stock exercisable into shares of the Company Parent is subject to repurchase or any subsidiary or affiliate of the Company or to provide funds to make any investment redemption (in the form of a loan, capital contribution contingent or otherwise) in by the Parent, and the Parent has not repurchased or redeemed any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company Parent’s shares of stock, options, security or other similar rightsequity awards. (bf) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully The Parent has not declared or paid and nonassessable andany dividends, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges authorized or other encumbrances of made any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly distribution upon or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company any class or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any series of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreementstock capital.

Capitalization. (a) The authorized capital stock of the Company -------------- Acquiror consists of 7,500,000 Shares. As 650,000,000 Acquiror Common Shares of the date hereofwhich, (i) 5,220,936 as of August 3, 1996, approximately 274,235,794 Acquiror Common Shares are were issued and outstanding, (ii) 0 Shares are . All of the outstanding shares of capital stock of Acquiror have been duly authorized and validly issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes All outstanding shares of capital stock or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") equity interests of the Company subsidiaries of Acquiror are owned by Acquiror or a direct or indirect wholly owned subsidiary of Acquiror, free and clear of all liens, charges, encumbrances, claims and options of any of its Subsidiaries issued and outstandingnature. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and in the Acquiror SEC Reports (cas defined in Section 5.2(f)) for the transactions or as contemplated by this Agreement, there are not, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued any outstanding or outstanding, (ii) there are no existing authorized options, warrants, calls, rights (including preemptive rights), subscriptions commitments or any other rights, agreements, arrangements or commitments agreements of any character, relating to the issued or unissued capital stock of the Company character which Acquiror or any of its Subsidiariessubsidiaries is a party to, obligating the Company or any of its Subsidiaries may be bound by, requiring it to issue, transfer transfer, sell, purchase, redeem or sell acquire any Acquiror Common Shares or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries securities or securities rights convertible into or into, exchangeable for such shares or equity interestsfor, or obligating evidencing the Company or right to subscribe for, any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued Acquiror or any of its subsidiaries. There are not as of the date hereof and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by there will not be at the Company free and clear of all security interests, liens, claims, pledges, Effective Time any stockholder agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries Acquiror is a party with respect or to which it is bound relating to the voting of any shares of the capital stock of Acquiror. Acquiror has reserved for issuance under a stock option plan or plans of Acquiror a sufficient number of Acquiror Common Shares to cover the Company or any exercise of the Subsidiaries. None of the Company or its Subsidiaries is required Options and Warrants to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated be assumed by this AgreementAcquiror in accordance with Section 4.1(d).

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares(1) 30,000,000 shares of Common Stock, and (2) 5,000,000 shares of Preferred Stock. As of the date hereofof this Agreement, 14,995,000 shares of Common Stock and no shares of Preferred Stock (together with the Common Stock, the "Company Stock") are outstanding. All of the Shares have been duly authorized, validly issued and are fully paid and nonassessable. Except for the Company Stock, there are no shares of capital stock or other equity securities of the Company outstanding. (b) Except for the warrants to purchase 790,000 shares of Common Stock and as contemplated by the Related Agreements, (i) 5,220,936 Shares there are issued and outstanding, (ii) 0 Shares are issued and held in no preemptive or similar rights on the treasury part of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise any holder of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise any class of certain individual stock options granted to employees and directors securities of the Company, and (vii) 200,000 Shares no options, warrants, conversion or other rights, agreements or commitments of any kind are reserved outstanding that obligate the Company, contingently or otherwise, to issue, sell, purchase, return or redeem any shares of its capital stock of any class or any securities convertible into or exchangeable for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares areany such shares, and all no authorization therefor has been given. No shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") capital stock of the Company or any of its Subsidiaries issued are held in the Company's treasury and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as except in respect of the date hereof, (i) there are warrants described above no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are reserved for issuance. There are no existing optionsvoting trusts, warrantsstockholder agreements, calls, preemptive rights, subscriptions proxies or other rights, agreements, arrangements agreements or commitments understandings in effect with respect to the voting or transfer of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect Notwithstanding anything to the voting contrary set forth herein, the sole remedy for any breach of the representations and warranties set forth in subparagraph (b) above shall be a purchase price adjustment (the "Purchase Price Adjustment") on a retrospective basis so that either (i) the number of Shares transferred to the Purchaser is increased or (ii) the Purchase Price is decreased so that, in either such event, the Purchaser shall have as of the Closing Date the economic equivalent of 15.74% of the capital stock of the Company or any (on a fully diluted basis) in consideration of the SubsidiariesPurchase Price. None The Indirect Stockholder shall cause the Stockholders to effect the Purchase Price Adjustment in any such event, and the parties agree that an interest factor of ten percent (10%) from the Company or its Subsidiaries is required Closing Date until the effective date of any such Purchase Price Adjustment shall be included in the Purchase Price Adjustment to redeem, repurchase or otherwise acquire shares of capital stock of compensate the Company, or any of its Subsidiaries, respectively, as a result of Purchaser for the transactions contemplated by this Agreementdelay in obtaining such economic equivalent.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares ___________ shares of Common Stock, of which __________ shares are issued and outstanding, (ii) 0 Shares __________ shares are issued and held in the treasury of reserved for issuance pursuant to the Company's stock option plans, __________ shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and __________ shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company's covenant set forth in Section 4(h) below); and (ii) ______ shares of preferred stock, of which _______ shares are issued and outstanding. All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreementin SCHEDULE 3(C), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof ("ARTICLES OF INCORPORATION"), the Company's By-laws, as a result in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company's Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists solely of 7,500,000 Shares200,000,000 Company Common Shares and 2,000,000 shares of preferred stock. As of the date hereofMay 31, 2003, there were outstanding (i) 5,220,936 Shares are issued and outstanding39,775,611 Company Common Shares, (ii) 0 Shares are issued and held in the treasury no shares of the CompanyCompany preferred stock, (iii) 421,550 Shares are reserved for issuance upon exercise stock options (or binding obligations to issue stock options) to purchase an aggregate of outstanding Options granted under the up to 4,931,287 Company Option Plans (as hereinafter defined) Common Shares, (iv) 11,000 warrants (or binding obligations to issue warrants) to purchase an aggregate of up to 969,346 Company Common Shares are reserved for issuance upon exercise (of certain individual stock options granted which warrants to employees and directors purchase an aggregate of the Company969,346 Company Common Shares were currently exercisable), and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants rights to purchase common stock. All the outstanding Company Common Shares are, and all shares which may be issued pursuant to the exercise of Company ESPP. All outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorizedhave been duly authorized and validly issued and are fully paid and nonassessable. (b) As of the date hereof, issued or outstandingexcept (i) as set forth in this Section 3.2, (ii) for changes after the date of this Agreement resulting from the grant of stock options in the ordinary course of business consistent with past practice and the exercise of Company Options or Company Warrants outstanding on the date of this Agreement, or (iii) for issuances of Company Common Shares after the date of this Agreement pursuant to the Company ESPP in accordance with its terms (subject to any amendments of such terms in accordance with the terms of the Company ESPP), there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any outstanding (x) shares of capital stock or Voting Debt ofother voting securities of the Company, (y) securities of the Company convertible into or other equity interest in, exchangeable for shares of capital stock or voting securities of the Company or its subsidiaries, or (z) options or other rights to acquire from the Company, and there is no obligation of the Company to issue, any of its Subsidiaries capital stock, voting securities or securities convertible into or exchangeable for such shares capital stock or equity interests, or obligating voting securities of the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment(the items in clauses (x), (iiiy) there and (z) being referred to collectively as the “Company Securities”). There are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there Securities. There are no equity equivalents, interests in the ownership or earnings of the Company preemptive or other similar rightsrights available to the holders of any Company Securities. Except as otherwise contemplated by this Agreement, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, shall result in the acceleration of vesting of any Company Option or Company Warrant or otherwise result in any change to the terms of any Company Option or Company Warrant other than the conversion set forth in Section 2.4 or 2.5, as the case may be. (bc) All of the outstanding shares of capital stock of, or other ownership interest in, each subsidiary of each Subsidiary the Company have been duly authorized and validly issued and are fully paid and nonassessable andnonassessable. All of the outstanding capital stock of, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in ownership interest which the Company ownsis owned, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of by the Company and in, each of its subsidiaries taken as a whole. is owned free and clear of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind (c) including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no voting trusts outstanding (i) securities of the Company’s subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other agreements voting securities or understandings ownership interests in any of its subsidiaries, (ii) options, warrants or other rights to which acquire from the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock subsidiaries, and no other obligation of the Company or any of the Subsidiaries. None its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of its subsidiaries or (iii) obligations of the Company or any of its Subsidiaries is required subsidiaries to redeemrepurchase, repurchase redeem or otherwise acquire shares any outstanding securities of capital stock of the Company, or any of its Subsidiariessubsidiaries or any capital stock of, respectivelyor other ownership interests in, as a result any of the transactions contemplated by this Agreementits subsidiaries.

Capitalization. (a) The authorized capital stock As of the date of this Agreement, the Company consists is authorized to issue membership interests, which are owned: (i) 50% by Seller; and (ii) 50% by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (b) Immediately upon the execution of 7,500,000 Shares. As the First A&R Company LLCA, the Company will be authorized to issue units (the “Company Units”), as allocated pursuant to (i) the Company Unit Subscription Agreements and (ii) duly authorized resolution of the Company, effective as of the date hereof, providing for the cancellation of Seller’s membership interests in exchange for one Company Unit. (c) Prior to giving effect to the Transactions, the Company does not have any Subsidiaries or own any equity interests in any other Person. (d) As of immediately prior to the Company Merger Effective Time (and assuming all Company Unit Investors comply with the terms of the applicable Company Unit Subscription Agreement), the capitalization of the Company will consist exclusively of Company Units issued to (A) the Company Unit Investors pursuant to the Company Unit Subscription Agreements in effect as of the date of this Agreement or otherwise consented to by SPAC; (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (C) the Seller; and (D) the DVs pursuant to the terms of the Contribution Agreement. (e) Except as set forth in this Section 6.3 or as contemplated by this Agreement, there are no (i) 5,220,936 Shares are issued and outstandingoutstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness Indebtedness having general voting rights (or that are convertible or exchangeable into securities having such rightsrights or (iii) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements arrangements, Contracts or commitments of any charactercharacter (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued capital stock securities of the Company or any of its SubsidiariesCompany, (B) obligating the Company or any of its Subsidiaries to issue, transfer transfer, deliver or sell or cause to be issued, transferred transferred, delivered, sold or sold repurchased any options or shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsany securities of the Company, or (C) obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there commitment for such securities of the Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate securities of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")Person. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no shareholders agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock securities of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As 10,000,000 shares of the date hereofpreferred stock, (i) 5,220,936 Shares are $0.001 par value per share, none of which is issued and outstanding, (ii) 0 Shares are issued and held in the treasury 90,000,000 shares of the CompanyCommon Stock, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there 35,026,384 shares are no issued and outstanding, 4,831,900 shares are reserved for issuance pursuant to the Company’s stock option and purchase plans and 10,750,000 shares are reserved for issuance pursuant to warrants exercisable for shares of capital stock Common Stock (subject to increase to cover the anti-dilution provisions associated therewith). All of the Company authorized, issued or outstanding, (ii) there such outstanding shares are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt ofduly authorized and have been, or other equity interest inupon issuance will be, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")nonassessable. Except as disclosed on Schedule 3.2specified in Section 3.1(g) of the Disclosure Letter, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business securities of the Company are entitled to preemptive or similar rights, and its subsidiaries taken no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a whole. (cspecified in Section 3.1(g) There of the Disclosure Letter, there are no voting trusts outstanding options, warrants, scrip rights to subscribe to, calls or other agreements commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings to or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of its Subsidiaries is a party with respect to the voting Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as specified in Section 3.1(g) of the capital stock Disclosure Letter, the issue and sale of the Company Securities will not, immediately or any with the passage of the Subsidiaries. None of time, obligate the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire issue shares of capital stock Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the Companyexercise, conversion, exchange or reset price under such securities (including, without limitation, under any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreementanti-dilution or similar provisions).

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares(i) an unlimited number of shares of Common Stock and (ii) an unlimited number of shares of preferred stock (the "Preferred Stock"). As of the date hereofOf such authorized capital stock, (i) 5,220,936 Shares 7,196,627 shares of Common Stock are issued and outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights, (ii) 0 Shares no shares of Preferred Stock are issued and held in the treasury of the Company, outstanding and (iii) 421,550 Shares 2,104,340 shares of Common Stock are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with options and warrants to purchase Common Stock. Assuming the respective terms thereof will be, duly authorized, validly issued, fully paid exercise of all outstanding options and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") warrants to purchase Common Stock and the issuance of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by Shares pursuant to this Agreement, there would be 25,800,967 shares of Common Stock issued and outstanding as of the date hereof. (b) Other than as set forth in subsection 2.2(a) above, certain rights issued pursuant to the Rights Agreement between the Company and American Stock Transfer & Trust Company (ithe "Rights Agreement") and certain entitlements of each independent director to receive options under the terms of the Company's 1999 Stock Option Plan on January 1 of each year, there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, subscriptions, calls, preemptive rights, subscriptions convertible securities or other rights, agreements, arrangements or commitments (contingent or otherwise) (including any right of conversion or exchange under any characteroutstanding security, relating to the issued instrument or unissued capital stock of the Company or any of its Subsidiaries, other agreement) obligating the Company or any of its Subsidiaries direct or indirect subsidiaries to issue, transfer deliver or sell sell, or cause to be issued, transferred delivered or sold sold, any shares of their capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries them to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement agreement or commitment, (iii) there . There are no outstanding contractual obligations of the Company or any of its Subsidiaries direct or indirect subsidiaries to repurchase, redeem or otherwise acquire any Shares, or shares of their capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other Person other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings a subsidiary of the Company. Upon consummation of the Closing as contemplated hereby, including receipt by the Company or other similar rights. (b) All of the outstanding shares of capital stock of Purchase Price payable pursuant to Section 1.2 hereof, the Shares owned by each Subsidiary have been Investor will be validly issued and are issued, fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a wholenonassessable. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The Section 2.05(a) of the XC Disclosure Letter sets forth the authorized and outstanding capital stock of XC as of December 31, 2017 (the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock“Capitalization Date”). All the outstanding Shares areshares of capital stock of XC have been, and all shares which that may be issued pursuant to the exercise of outstanding Options any XC Stock Plan or arrangement will be, when issued in accordance with the respective terms thereof will bethereof, duly authorized, authorized and validly issued, issued and are fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such nonassessable and have not been issued in violation of any preemptive rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, . (b) Except as set forth abovein this Section 2.05, and (c) for changes since the transactions contemplated by this AgreementCapitalization Date resulting from the exercise of XC Stock Options or vesting of XC Awards outstanding on such date or from actions permitted pursuant to, as of the date hereofor taken in accordance with, Section 4.01, there are no issued, reserved for issuance or outstanding (i) there are no shares of capital stock of the Company authorized, issued or outstandingother voting securities of or ownership interests in XC, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions securities of XC convertible into or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any exchangeable for shares of capital stock or Voting Debt ofother voting securities of or ownership interests in XC, (iii) warrants, calls, options or other rights to acquire from XC, or other equity interest inobligation of XC to issue, the Company any capital stock or other voting securities or ownership interests in or any of its Subsidiaries or securities convertible into or exchangeable for such shares capital stock or equity interestsother voting securities or ownership interests in XC or (iv) restricted shares, stock appreciation rights, performance units, conversion rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or obligating provide economic benefits based, directly or indirectly, on the Company value or price of, any capital stock or voting securities of its Subsidiaries XC (the items in clauses (i) through (iv) being referred to grantcollectively as the “XC Securities”). Except as set forth in the Organizational Documents of XC, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company XC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rightsXC Securities. (bc) All Upon completion of the outstanding shares SA Closing in accordance with the terms of capital stock of each Subsidiary have been validly issued this Agreement, good and are fully paid and nonassessable andmarketable title to the Subscribed Shares will be transferred to FH, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interestsLiens (other than any Liens arising under any applicable securities Laws, liens, claims, pledges, agreements, limitations in voting rights, charges the Organizational Documents of XC or other encumbrances of any nature whatsoever ("Liens"the Shareholders Agreement). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (cd) There are no voting trusts agreements, shareholder agreements, voting trusts, proxies or other agreements similar agreements, arrangements or understandings commitments to which the Company XC or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock or other equity interest of the Company, XC or any of its Subsidiaries. There are no bonds, respectivelydebentures, as a result notes or other instruments of indebtedness of XC or any of its Subsidiaries that entitle the transactions contemplated by this Agreementholder of such instruments of indebtedness to vote together with shareholders of XC on any matters with respect to XC or any Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares(i) 25,000,000 shares of Common Stock, $0.001 par value per share and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share. As of the date hereofClosing Date, there are (iy) 5,220,936 Shares are 3,160,000 shares of Common Stock issued and outstanding, (ii) 0 Shares all of which are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable and (z) no shares of Preferred Stock issued and outstanding. In addition, there are 925,000 shares of Common Stock reserved for issuance pursuant to outstanding options and warrants. There are no bonds, debentures, notes shares of any class or other indebtedness having general voting rights (series of preferred stock issued or convertible into securities having such rights) ("Voting Debt") outstanding. All of the securities issued by the Company or any of its Subsidiaries have been issued in accordance with all applicable federal and outstandingstate securities laws. Except (a) as disclosed on Schedule 3.2, (b) Other than as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing other options, warrants, calls, preemptive rights, subscriptions commitments or other rights, agreements, arrangements or commitments agreements of any charactercharacter to which the Company is a party or by which the Company is bound or obligating the Company to issue, relating deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, commitment or agreement, arrangement or commitment, (iii) there . There are no outstanding contractual obligations preemptive rights or rights of first refusal or similar rights which are binding on the Company permitting any person to subscribe for or purchase from the Company shares of its capital stock pursuant to any provision of law, the Company’s Certificate of Incorporation as in effect on the date hereof (the “Certificate of Incorporation”) or the Company’s By-laws, as in effect on the date hereof (the “By-laws”) or by agreement or otherwise. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock Securities as described in this Agreement and the Offering Memo. True and correct copies of the Company or any subsidiary or affiliate Company’s Certificate of Incorporation and By-laws are available to the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rightsSubscriber upon request. (b) All The Securities (including upon exercise of the outstanding shares Warrant, the Warrant Shares, and upon conversion of capital stock of each Subsidiary the Note, the securities issuable therefor), have been validly issued and are fully paid and nonassessable and(or, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting Warrant Shares and the securities issuable upon conversion of the capital stock Note, will be) duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, the Note and/or the Warrant, will be duly authorized, validly issued, fully paid and non-assessable. No stockholder of the Company has any right to request or require the Company to register the sale of any shares owned by such stockholder under the Act. No further approval or authority of the Subsidiaries. None stockholders or the Board of Directors of the Company or its Subsidiaries is will be required to redeem, repurchase or otherwise acquire shares of capital stock for the issuance and sale of the Company, or any of its Subsidiaries, respectively, Securities to be sold by the Company as a result of the transactions contemplated by this Agreementherein.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, of: (i) 5,220,936 Shares 500,000,000 shares of Common Stock, of which approximately 125,199,633 shares are issued and outstanding, ; and (ii) 0 Shares 1,000,000 shares of preferred stock, of which 262,908 are issued and held outstanding (consisting of 262,800 shares of Series A and 108 shares of Series B). Except as disclosed in the treasury SEC Documents and for up to 78,222,222 reserved for third parties, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities exclusive of the Companyshares reserved for the Buyer and for securities issued by the Company prior to the date of this Agreement (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, (iii) 421,550 Shares or convertible into or exchangeable for shares of Common Stock and 28,833,967 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares 300,000,000 shares of Common Stock, of which [ ] shares are issued and outstanding, (ii) 0 Shares [ ] shares are issued and held in the treasury of reserved for issuance pursuant to the Company’s stock option plans, [ ] shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and, 42,500,000 shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company’s covenant set forth in Section 4(h) below); and (ii) [ ] shares of preferred stock of which [ ] shares are issued and outstanding. All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares200,000,000 shares of common stock and 10,000,000 shares of undesignated Preferred Stock. As of the date hereofEffective Date, (i) 5,220,936 Shares there are no shares of Preferred Stock issued and outstanding and there are 24,373,960 shares of Common Stock issued and outstanding, of which no shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of the Effective Date, there are (i) 4,462,423 shares of Common Stock reserved for issuance pursuant to the Company’s stock incentive plans, of which 4,281,800 shares are issuable upon the exercise of stock options outstanding on the date hereof and (ii) 0 Shares are issued and held in the treasury 180,623 shares of the Company, (iii) 421,550 Shares are Common Stock reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessableCompany’s employee stock purchase plan. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("“Voting Debt"”) of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth stated above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its SubsidiariesCompany, obligating the Company or any of its Subsidiaries to issue, transfer transfer, sell, redeem, purchase, repurchase or sell otherwise acquire or cause to be issued, transferred transferred, sold, redeemed, purchased, repurchased or sold otherwise acquired any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries securities or securities rights convertible into or exchangeable for such shares or equity interests, interests or obligating obligations of the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, . The issuance of Common Stock or other securities pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal on behalf of any Person (iiias defined below) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (result in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances triggering of any nature whatsoever ("Liens")anti-dilution or price adjustment rights. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to arrangements under which the Company or any of its Subsidiaries is a party with respect obligated to register the voting sale of any of their securities under the capital Securities Act. “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock of the Company company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreemententity not specifically listed herein.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, of: (i) 5,220,936 Shares 500,000,000 shares of Common Stock, of which approximately 24,666,182 shares are issued and outstanding, ; and (ii) 0 Shares 10,000,000 shares of blank check preferred stock, of which -0- are issued and held outstanding. Except as disclosed in the treasury of SEC Documents (plus EMA shares), no shares are reserved for issuance pursuant to the Company’s stock option plans, 773,020 shares are reserved for issuance pursuant to securities (iiiother than the Note and any other convertible promissory note issued to the Buyer) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 1,600,000 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of June 7, 2019, the authorized capital stock of the Company consists of 7,500,000 Shares. As 500,000,000 shares of the date hereofCommon Stock, (i) 5,220,936 Shares of which approximately 114,813,022 shares are issued and outstanding, (ii) outstanding and 0 Shares are issued and held shares of Preferred Stock authorized. Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 2,500,000 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are 34,000,000 shares of common stock, $0.01 par value per share, of which 12,484,644 shares were issued and outstandingoutstanding on June 30, 2001, and (ii) 0 Shares 23,000,000 shares of preferred stock, $0.01 par value per share, none of which are issued or outstanding. All of the outstanding shares of capital stock of the Company and held in its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no outstanding stock appreciation rights, phantom stock or similar rights. All outstanding shares of capital stock or other equity interests of the treasury Subsidiaries of the Company are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, (iii) 421,550 Shares are reserved free and clear of all liens, pledges, charges, encumbrances, claims and options of any nature. Except for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All 2,457,706 Company Shares issued pursuant to the outstanding 1997 Stock Incentive Plan, the Amended and Restated 1998 Stock Incentive Plan and the 1999 Non-Employee Director Stock Option Plan and 801,220 Company Shares are, and all shares which may to be issued pursuant to the exercise of outstanding Options when issued in accordance with 1999 Employee Stock Purchase Plan (collectively, the respective terms thereof will be"Company Option Plans") and warrants to purchase 1,370,056 Company Shares, duly authorized, validly issued, fully paid and nonassessable. There there are no bondsoutstanding or authorized options, debentureswarrants, notes or other indebtedness having general voting calls, rights (including preemptive rights), commitments or convertible into securities having such rights) ("Voting Debt") any other agreements of any character which the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2is a party to, (b) as set forth aboveor may be bound by, and (c) for the transactions contemplated by this Agreementrequiring it to issue, as of the date hereoftransfer, (i) there are no grant, sell, purchase, redeem or acquire any shares of capital stock or any of its securities or rights convertible into, exchangeable for, or evidencing the Company authorizedright to subscribe for, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments any shares of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating . Upon consummation of the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest inMerger, the Company or any Warrants shall convert into Substitute Warrants which will entitle the holder to purchase a number of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent Shares equal to the number of Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations Shares issuable upon exercise of the Company or any of its Subsidiaries Warrants immediately prior to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly Effective Time multiplied by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")Exchange Ratio. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or to which it is bound relating to the voting of any shares of the capital stock of the Company. No existing rights with respect to the registration of Company Shares under the Securities Act, including, but not limited to, demand rights or piggy-back registration rights, shall apply with respect to any Parent Shares issuable in connection with the Merger or upon exercise of Substitute Options or Substitute Warrants. The Company has provided to Parent a list, as of June 30, 2001 of the Subsidiaries. None outstanding options and warrants to acquire Company Shares, the name of the Company holder of such option or its Subsidiaries is required warrant, the exercise price of such option or warrant, the number of shares as to redeemwhich such option or warrant will have vested at such date and whether the exercisability of such option or warrant will be accelerated in any way by the transactions contemplated by this Agreement and the extent of acceleration, repurchase if any, and any adjustments to such options or otherwise acquire shares of capital stock of warrants resulting from the Company, or any of its Subsidiaries, respectively, as a result consummation of the transactions contemplated by this Agreement. Since June 30, 2001 no options or warrants have been issued or accelerated or had their terms modified.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As 950,000,000 shares of Common Stock, par value $0.001per share, of which as of the date hereof, (i) 5,220,936 Shares hereof 793,266,046 shares are issued and outstanding, (ii) 0 Shares 1,000,000 shares of Series A Preferred Stock, of which 1,000,000 shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Companyoutstanding, and (v) 200,000 Shares 789,474 shares of Series E Preferred Stock, of which 789,474 shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockoutstanding. All the of such outstanding Shares areshares have been, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, issued and are fully paid and nonassessable. There are The Company is in the process of amending its Articles of Incorporation to increase its authorized common stock to 4,000,000 shares. Upon the effectiveness of such amendment, all shares of Series E Preferred Stock will be converted to common stock on a 1:1 basis. Except as disclosed in the Company’s publicly available filings with the SEC or as otherwise set forth on Schedule 4.3: i. no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") shares of the Company Company’s capital stock are subject to preemptive rights or any of its Subsidiaries issued and outstandingother similar rights or any liens or encumbrances suffered or permitted by the Company; ii. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no outstanding debt securities; iii. there are no outstanding shares of capital stock of the Company authorizedstock, issued or outstanding, (ii) there are no existing options, warrants, callsscrip, preemptive rightsrights to subscribe to, subscriptions or other rights, agreements, arrangements calls or commitments of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issuecontracts, transfer commitments, understandings or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required or options, warrants, scrip, rights to redeemsubscribe to, repurchase calls or otherwise acquire commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, Company or any of its Subsidiaries, respectively, as a result ; iv. there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); v. there are no outstanding securities of the transactions contemplated Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement.Agreement vi. the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and

Capitalization. (a) The authorized capital stock Section 4.4(a) of the Company consists of 7,500,000 Shares. As Disclosure Schedule sets forth a true, correct and complete list, as of the date hereofExecution Date, of the authorized share capital of the Company and the number and class of Shares issued and outstanding and the beneficial and record holders of such Shares. (b) All issued and outstanding Shares of the Company (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, have been duly authorized, validly issued, fully paid and nonassessableare non-assessable (to the extent applicable as a legal concept) and (ii) have not been issued in violation of (x) any preemptive right, call option, right of first refusal or first offer, subscription right, transfer restrictions or other similar right, (y) any applicable Law (including securities Laws) or applicable Constitutive Documents or (z) any Contract to which the Company is a party or by which it is bound and (iii) as of the Effective Time, will be owned by the Securityholders free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and restrictions under such Subsidiary’s Constitutive Documents). There are no declared and unpaid dividends on any share of capital stock of any of the Company. The Company does not have any bonds, debenturesnotes, notes debentures or other indebtedness having general debt securities outstanding that have voting rights (or are exercisable or convertible into securities having such rights) ("Voting Debt") of the Company into, or exchangeable or redeemable for, or that give any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2Person a right to subscribe for or acquire, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock or any other Equity Securities of the Company authorized, issued or outstanding, (ii) there Company. There are no existing optionsobligations, warrantscontingent or otherwise, callsto repurchase, preemptive rights, subscriptions redeem (or other rights, agreements, arrangements establish a sinking fund with respect to redemption) or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold otherwise acquire any shares of capital stock or Voting Debt ofother Equity Securities of the Company. Except for the Shares, the Equity Awards set forth on Section 4.4(c) of the Company Disclosure Schedule or other equity interest ingranted in accordance with Section 6.2(b), the Warrants set forth on Section 4.4(f) of the Company Disclosure Schedule, the Existing Top-Up Rights and, as of the Effective Time, the Post-Closing Top-Up Rights, the Company or does not have any other Equity Securities that are issued and outstanding. Except as set forth in Section 4.4(b) of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grantDisclosure Schedule, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations (A) agreements pursuant to which registration rights in Equity Securities of the Company have been granted, (B) shareholder agreements among any current or any former shareholders of its Subsidiaries to repurchasethe Company, redeem or otherwise acquire any Shares, or capital stock (C) Contracts of the Company or or, to the Company’s Knowledge, between any subsidiary or affiliate of the Company Securityholders with respect to the voting or to provide funds to make any investment (in the form transfer of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or any other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business Equity Securities of the Company Company, or (D) statutory or contractual preemptive rights or rights of first refusal with respect to Equity Securities of the Company. Pursuant to and its subsidiaries taken as a wholein accordance with the Company’s Constitutive Documents, each Preference Share is convertible into one Common Share. (c) There are no voting trusts Section 4.4(c) of the Company Disclosure Schedule sets forth a true and complete list, (to the extent permitted by applicable Law and subject to such anonymization or other agreements redactions as required to comply with applicable Law relating to data protection), as of the Execution Date, of each outstanding Equity Award, including (i) the Equity Award Holder, (ii) the number of Common Shares subject to such Equity Award, (iii) with respect to each Option, the exercise price or understandings purchase price (if applicable), (iv) the grant date, (v) the vesting commencement date, (vi) the vesting schedule (including any acceleration provisions), (vii) whether performance targets have been satisfied, if applicable, (viii) with respect to each Option, and if applicable RSU, the expiration date, (ix) the jurisdiction in which the Equity Award Holder resides, (x) whether any Option is intended to qualify as an “incentive stock option” (as defined in Section 422 of the Code), and (xii) whether early exercise is permitted with respect to any such Option. (d) Each Option (i) was duly and validly authorized by the Company Board as of the applicable date of grant, including approval of the exercise price per share of such Option, and (ii) was granted in compliance in all material respects with all applicable Laws and all the terms and conditions of the Company Stock Plan pursuant to which it was issued. No Options have been retroactively granted or the exercise price of any such Option determined retroactively in contravention of applicable Law. Each RSU was granted in compliance in all material respects with all applicable Laws and all the terms and conditions of the Company Stock Plan pursuant to which it was issued. Each Option and RSU may, by its terms, be treated at the Effective Time pursuant to the terms of this Agreement. No Option is exercisable for any class or series of Shares other than Common Shares. Nothing in this clause (d) shall constitute a representation or warranty regarding any matter with respect to Section 409A of the Code, which is addressed exclusively in Section 4.4(e). (e) Each Option has an exercise price per Common Share equal to or greater than the fair market value, as determined in accordance with Section 409A of the Code, of a Common Share on the date of such grant and is otherwise exempt from Section 409A of the Code. None of the Options or RSUs constitute “deferred compensation” subject to Section 409A of the Code. The treatment of the Equity Awards under this Agreement does not violate the terms of the Company Stock Plan or any Contract governing the terms of its Subsidiaries such awards and will not cause adverse Tax consequences under Section 409A of the Code. (f) Section 4.4(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the Execution Date, of each outstanding Warrant, including (i) the Warrant Holder, (ii) the number of Common Shares issuable under such Warrant, (iii) with respect to each Warrant, the exercise price, (iv) the issuance date and (v) with respect to each Warrant, the expiration date. (g) No claim has been made or, to the Company’s Knowledge, threatened against the Company asserting that any Person other than a Person listed in Section 4.4(a), 4.4(c), 4.4(f) (including, for the avoidance of doubt, any holder of Existing Top-Up Rights or any Person to whom Equity Awards have been issued in accordance with Section 6.2(b)) is a party the holder or beneficial owner of, or has the right to acquire beneficial ownership of, any Share, or any other voting right or Equity Securities in the Company. (h) The Consideration Spreadsheet once delivered pursuant to Section 3.6(b) shall be prepared in accordance with, and shall allocate the Merger Consideration in accordance with, the Company’s Constitutive Documents, applicable Law, this Agreement and, in the case of Equity Awards, the Company Stock Plan and any applicable grant or similar agreement with respect to such Equity Awards (it being understood that the Consideration Spreadsheet shall be based on the estimates contained in the Estimated Closing Date Statement and that such estimates are subject to post-Closing adjustments pursuant to Section 3.10 and that no representations or warranties are made with respect to the voting accuracy of the capital stock such estimates). No past or present holder of Equity Securities in the Company or shall be entitled to any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, consideration as a result of the transactions contemplated by Transactions in respect of Equity Securities in the Company from and after the Closing, except as set forth in the Consideration Spreadsheet or, with respect to any Post-Closing Payment, any Post-Closing Payment Spreadsheet delivered pursuant to the terms of this Agreement.

Capitalization. (ai) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereofof this Agreement, (i) 5,220,936 Shares are the aggregate number of shares and type of all authorized, issued and outstandingoutstanding classes of shares, (ii) 0 Shares are issued options and held in the treasury other securities of the Company, Company and the Subsidiaries (iii) 421,550 Shares are reserved whether or not presently convertible into or exercisable or exchangeable for issuance upon exercise shares of outstanding Options granted under the Company Option Plans (as hereinafter definedand the Subsidiaries) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockis set forth in Schedule 4.6 hereto. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, are duly authorized, validly issued, fully paid and nonassessablenonassessable and have been issued in compliance in all material respects with all applicable securities laws. There are no bondsThe Company and the Subsidiaries have outstanding only those options, debentureswarrants, notes script rights to subscribe to, calls or other indebtedness having general voting commitments of any character whatsoever relating to, or securities, rights (or obligations convertible into securities having such rightsor exercisable or exchangeable for, or entered into any agreement giving any Person (as defined in Section 4.30 hereof) ("Voting Debt") of the Company any right to subscribe for or acquire, any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorizedor the Subsidiaries, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions securities or other rights, agreements, arrangements rights convertible or commitments exchangeable into shares of any character, relating to the issued or unissued capital stock of the Company or the Subsidiaries as set forth on Schedule 4.6. (ii) Except as set forth on Schedule 4.6 hereto, and except for customary adjustments as a result of share dividends, share splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any of its Subsidiaries, obligating security issued or agreement entered into by the Company or the Subsidiaries (or in any agreement providing rights to security holders) and the issuance and sale of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Securities will not obligate the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription issue shares of common stock or other rightsecurities to any Person (other than Purchaser) and will not result in a right of any holder of securities to adjust the exercise, agreementconversion, arrangement exchange or commitment, reset price under such securities. To the Knowledge (iiias hereinafter defined) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable andCompany, except as disclosed on in Schedule 3.2, are owned directly or indirectly by 4.6 hereto and except for the Company free and clear Company’s ownership of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2the Subsidiaries, no entity in which Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Company ownsSecurities Exchange Act of 1934, directly as amended (the “Exchange Act”)), or indirectlyhas the right to acquire, less than a 50% equity interest is, individually by agreement with or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which by obligation binding upon the Company or any the Subsidiaries, a beneficial ownership interest in the Company or the Subsidiaries in excess of its Subsidiaries is a party with respect to the voting 5% of the outstanding capital stock of such entity. “Knowledge” means the Company or any actual knowledge (i.e., the conscious awareness of facts and other information) of the Subsidiaries. None of the Company chief executive officer, chief financial officer or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock other key officers of the Company, or any of its Subsidiaries, respectively, as after undertaking a result of customary and reasonable investigation under the transactions contemplated by this Agreementcircumstances.

Capitalization. (a) The Set forth on SCHEDULE 4.3 hereto is the authorized and outstanding capital stock of the Company consists and each of 7,500,000 Sharesits Subsidiaries. As All of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued outstanding shares of Company Capital Stock and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise capital stock of outstanding Options granted under each Subsidiary of the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid paid, non-assessable and nonassessable. There are no bondsfree of preemptive rights or similar rights created by statute, debentures, notes the Articles of Incorporation or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") Bylaws of the Company or any agreement to which the Company is a party or by which the Company is bound. SCHEDULE 4.3 hereto lists all the holders of its Subsidiaries issued Company Capital Stock and outstandingthe amount of shares of Company Capital Stock held by each. Except There are no options, warrants, subscriptions, calls, claims, rights, convertible securities or other agreements or commitments obligating the Company to issue, sell or transfer any securities, whether written or oral (a) as disclosed on Schedule 3.2collectively, (b) as set forth above"STOCK EQUIVALENTS"), and (c) for the transactions contemplated by this Agreement, outstanding as of the date hereof. Except as set forth on SCHEDULE 4.3 hereto, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company Company's Subsidiaries or to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any such subsidiary, other than those required in of the ordinary course of business of such subsidiaries, Company's Subsidiaries or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")person. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no shareholders' agreements, voting trusts or other agreements agreements, arrangements or understandings applicable to which the Company exercise of voting or any of its Subsidiaries is a party other rights with respect to the voting any of the share capital of the Company. The Company Capital Stock was not issued in violation of any preemptive, subscription or other right of any person to acquire securities and constitutes in the aggregate all the issued and outstanding capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock all classes of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held Except as disclosed in the treasury of SEC Documents and in Schedule 3(c), no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon exercise conversion of outstanding Options granted under the Company Option Plans Note (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees required by the Note and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stocktransfer agent share reserve letter). All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in the SEC Documents and in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, of: (i) 5,220,936 Shares 14,991,000,000 shares of Common Stock, of which approximately 12,189,293,609 shares are issued and outstanding, ; and (ii) 0 Shares 5,000,000 shares of preferred stock, of which 13 are issued and held outstanding. Except as disclosed in the treasury of the CompanySEC Documents, (iii) 421,550 Shares no shares are reserved for issuance upon exercise of outstanding Options granted under pursuant to the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares Company’s stock option plans, no shares are reserved for issuance upon exercise pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockCommon Stock. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the transactions contemplated by this AgreementNote or the Conversion Shares.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are the authorized, issued and outstanding, (ii) 0 Shares are issued and held in the treasury outstanding capital stock of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise Company is as set forth on Schedule 4.3 hereto and except as set forth on Schedule 4.3 no other shares of outstanding Options granted under capital stock of the Company Option Plans (will be outstanding as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockClosing Date. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company (other than those rights in favor of holders of the Preferred Stock) or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) Other than as set forth above, and (c) for the transactions contemplated by this Agreementon Schedule 4.3 hereto, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , and (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result Subsidiaries are obligated to register the sale of any of its or their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the transactions contemplated by this AgreementSecurities. The Company has furnished to Purchaser true and correct copies of the Company’s Corporate Documents, and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. (a) The As of August 10, 2020, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, of: (i) 5,220,936 Shares 150,000,000 shares of Common Stock, of which approximately 120,932,409 shares are issued and outstanding, ; and (ii) 0 Shares 50,000,000 shares of preferred stock, of which 632,477 are issued and held outstanding. Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 8,000,000 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares 30,000,000 shares of Company Common Stock, par value $.01 per share, of which 12,273,636 shares are issued and outstandingoutstanding and no shares are held in the Company's treasury, and (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no 1,000,000 shares of capital stock Company Preferred Stock, par value $.01 per share, none of the Company authorized, which are issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the . All issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary are owned, beneficially and of record, by the Company, free and clear of any mortgage, pledge, security interest, encumbrance, lien or other charge of any kind ("Lien"), other than Liens granted in connection with the Company's credit facility. All issued and outstanding shares of Company Common Stock have been validly issued and issued, are fully paid and nonassessable andnonassessable, except as disclosed on Schedule 3.2and have not been issued in violation of and are not currently subject to any preemptive rights. Except for options to purchase an aggregate 1,710,764 shares of Company Common Stock granted pursuant to the Company's Third Amended and Restated 1996 Stock Option Plan (the "Company Option Plan") listed, are owned directly or indirectly by together with their respective exercise prices, in the Company free Disclosure Schedule, and clear for Liens granted in connection with the Company's credit facility, as of all security intereststhe date of this Agreement, liensthere are not any outstanding or authorized subscriptions, claimsoptions, pledgeswarrants, agreementscalls, limitations in voting rights, charges convertible securities, commitments, restrictions, arrangements, or any other encumbrances agreements of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings character to which the Company or any of its Subsidiaries Subsidiary is a party with respect to the voting of the capital stock of that, directly or indirectly, (i) obligate the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required Subsidiary to redeem, repurchase or otherwise acquire issue any shares of capital stock or any securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of capital stock, (ii) call for or relate to the sale, pledge, transfer, or other disposition or encumbrance by the Company or any Subsidiary of any shares of its capital stock, or (iii) to the knowledge of the Company, relate to the voting or any control of its Subsidiariessuch capital stock. The Company Disclosure Schedule sets forth a complete and accurate list of all stock options, respectivelywarrants, as a result and other rights to acquire Company Common Stock, including the name of the transactions contemplated holder, the date of grant, acquisition price, number of shares, exercisability schedule, and, in the case of options, the type of option under the Code. No consent of holders or participants under the Company Option Plan is required to carry out the provisions of Section 1.7. All actions, if any, required on the part of the Company under the Company Option Plan to allow for the treatment of Company Options as is provided in Section 1.7, has been, or prior to the Closing will be, validly taken by the Company. In no event will the aggregate number of shares of Company Common Stock outstanding at the Effective Time (including all shares subject to then outstanding Company Options or other rights to acquire or commitments to issue shares of Company stock, other than the Stock Option Agreement referenced in Section 5.13) exceed by more than 1,000 shares the sum of the outstanding shares of Company Common Stock described in the first sentence of this AgreementSection 3.3, plus any shares of Company Common Stock issued upon the exercise of outstanding options to purchase Company Common Stock identified in Section 3.3.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As 200,000,000 shares of the date hereofCommon Stock, (i) 5,220,936 Shares of which 75,000,000 shares are issued and outstanding, (ii) 0 Shares shares are issued and held in the treasury of reserved for issuance pursuant to the Company's stock option plans, 5,761,904 shares are reserved for issuance pursuant to securities (iiiother than the Notes and the Warrants) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 116,111,111 shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company's covenant set forth in Section 4(h) below). All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof ("Articles of Incorporation"), the Company's By-laws, as a result in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company's Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized Shares were reserved for issuance pursuant to outstanding Options and 2,672,300 Shares were reserved for issuance in respect of future grants of Options, and (iii) no shares of Preferred Stock were issued and outstanding. All outstanding Shares are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth in this Section 4.02(a) or as disclosed in the Company SEC Documents or in Section 4.02(a) of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, rights, commitments or any other agreements to which the Company is a party or by which the Company is bound which obligate the Company to (i) issue, deliver or sell or cause to be issued, delivered or sold any additional Shares or any other capital stock of the Company consists of 7,500,000 Shares. As of or any other securities convertible into, or exercisable or exchangeable for, or evidencing the date hereofright to subscribe for, (i) 5,220,936 any such Shares are issued and outstanding, or (ii) 0 purchase, redeem or otherwise acquire any Shares are issued and held in the treasury any other capital stock of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All Shares subject to issuance as aforesaid, upon issuance on the outstanding Shares are, terms and all shares which may be issued conditions specified in the instruments pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof which they are issuable, will be, be duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Shares, Shares or any capital stock of the Company or any such subsidiary or affiliate of the Company or to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any such subsidiary, subsidiary (other than those required in a wholly owned subsidiary of the ordinary course of business of such subsidiaries, Company) or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the Person. Each outstanding shares share of capital stock of each Subsidiary have been of the Company's subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable and, except as disclosed on Schedule 3.2, are and each such share owned directly or indirectly by the Company and its subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations in on the Company's or such other subsidiary's voting rights, charges or and other encumbrances of any nature whatsoever whatsoever, except for liens arising by operation of law that are not in the aggregate material. ("Liens"). b) Except as disclosed on Schedule 3.2, no entity provided in which the Company owns, directly SEC Documents or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business in Section 4.02(b) of the Company and its subsidiaries taken as a whole. (c) There Disclosure Schedule, there are no voting trusts or other shareholder agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon exercise conversion of outstanding Options granted under the Company Option Plans Note (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees required by the Note and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stocktransfer agent share reserve letter). All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no No shares of capital stock of the Company authorizedare subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, issued or outstandingas of the effective date of this Agreement, (iii) except as disclosed on Schedule 3(c), there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written certification of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. (a) The authorized capitalization of MTN consists of 50,000,000 shares of common stock, $0.001 par value, of which approximately 640,000 shares, including 176,602 shares post-split, approximately 60,000 shares required to be issued so that no shareholder who holds in excess of 100 shares pre-split holds less than 100 shares post-split, and 400,000 shares registered under Form S-8, shall be issued and outstanding, prior to issuance and cancellation of shares as set forth in Section 1.01 of this Agreement. All issued and outstanding shares of MTN are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of the Company consists of 7,500,000 SharesMTN. As of the date hereof, (i) 5,220,936 Shares are issued hereof and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereofat Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company authorizedMTN, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions arrangements by which MTN is or other rights, agreements, arrangements or commitments of any character, relating may become bound to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any issue additional shares of capital stock of MTN, and (ii) with the exception of the Registration Rights Agreement, there are no agreements or Voting Debt of, or other equity interest in, arrangements under which MTN is obligated to register the Company or sale of any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsunder the Securities Act of 1933, or obligating as amended (the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, "Securities Act") and (iii) there are no outstanding contractual obligations of the Company anti-dilution or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) price adjustment provisions contained in any such subsidiary, other than those required security issued by MTN (or in the ordinary course MTN's articles of business of such subsidiaries, incorporation or by-laws or in any other entity and (ivagreement providing rights to security holders) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly that will be triggered by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement. MTN has furnished to AGIL true and correct copies of MTN's articles of incorporation and by-laws.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereofof this Agreement and immediately prior to the Effective Time, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares has and will have 1,000 outstanding shares of Company Common Stock, which shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may will be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such nonassessable and free of preemptive rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, . (b) As of the date of this Agreement, except as set forth above, above in this Section 5.02 and (c) for set forth in the transactions contemplated by this Agreement, as of the date hereofCompany’s equity plans or grant documents issued thereunder, (i) there are no shares of capital stock partnership interests, limited liability company interests or other equity securities of the Company authorized, issued or outstandingauthorized and reserved for issuance, (ii) there are no existing outstanding options, profits interest units, phantom units, restricted units, unit appreciation rights, warrants, calls, preemptive rights, subscriptions subscriptions, calls or other rightsRights, agreementsconvertible securities, arrangements exchangeable securities, agreements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, character obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating any commitment to authorize, issue or sell the Company same or any of its Subsidiaries such equity securities, except pursuant to grantthis Agreement, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of other equity interest in the Company or any subsidiary such securities or affiliate agreements listed in clause (ii) of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a wholethis sentence. (c) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with Company Stockholders on any matter. (d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares registration of capital stock or other equity interest of the Company. (e) When issued pursuant to the terms of this Agreement, or all Company Shares constituting any part of its Subsidiariesthe Merger Consideration will be duly authorized, respectivelyvalidly issued, as a result fully paid and nonassessable and free of preemptive rights. (f) All of the issued and outstanding limited liability company interests of Merger Sub are beneficially owned by the Company. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Except for obligations and liabilities incurred in connection with its formation and the transactions contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, any obligations or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereofof the Agreement, (i) 5,220,936 Shares the authorized partnership interests of the Company consist of 180,000 Class A Units, of which 95,000 are issued and outstanding and 5,000 Class B Units, 4,476 of which are issued and outstanding, (ii) 0 Shares . No other Interests are authorized or issued and held in the treasury outstanding. Section 2.3 of the CompanyCompany Disclosure Letter sets forth a true and complete list of the record holders of such Interests listing the type, amount and percentage total of such Interests held by each such holder. All issued and outstanding Interests, and have been issued in compliance with all applicable securities laws and other applicable Legal Requirements. (iiib) 421,550 Shares are reserved for issuance upon exercise The Company has not granted any purchaser or other recipient of outstanding Options granted its partnership interests or other securities the right to require the Company to register any securities under the Company Option Plans Securities Act or to qualify for any exemption thereunder. (as hereinafter definedc) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt"Section 2.3(c) of the Company Disclosure Letter sets forth a true and complete list of all other Equity Interests in or any of its Subsidiaries issued and outstanding. related to Company describing in reasonable detail such other Equity Interests. (d) Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (con Section 2.3(d) for the transactions contemplated by this Agreement, as of the date hereofCompany Disclosure Letter, there is no: (i) there are no shares of capital stock outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any partnership interests or other securities of the Company authorized, issued or outstanding, Company; (ii) there are no existing optionsoutstanding security, warrants, calls, preemptive rights, subscriptions instrument or other rights, agreements, arrangements obligation that is or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities may become convertible into or exchangeable for such shares any partnership interests or equity interests, or obligating other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any of its Subsidiaries partnership interests or any other securities; (iv) condition or circumstance that will directly or indirectly give rise to grant, extend or enter into provide a reasonable basis for the assertion of a claim by any Person to the effect that such option, warrant, call, subscription Person is entitled to acquire or receive from the Company any partnership interests or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations securities of the Company; or (v) other Equity Interest existing with respect to the Company. (e) The Company has never repurchased, redeemed or any of its Subsidiaries otherwise reacquired (or, except as provided in the Partnership Agreement, agreed, committed or offered (in writing or otherwise) to repurchase, redeem or otherwise acquire reacquire) any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, partnership interests in the ownership or earnings of the Company or other similar rightssecurities. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 7,500,000 Shares. As 150,000,000 shares of the date hereofCommon Stock, (i) 5,220,936 Shares of which 74,162,895 shares are issued and outstanding, (ii) 0 Shares 9,300,000 shares are issued and held in the treasury of reserved for issuance pursuant to the Company’s stock option plans, (iii) 421,550 Shares and, 66,537,105 shares are reserved for issuance upon conversion of the Notes and exercise of outstanding Options granted under the Company Option Plans Warrants (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted subject to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued adjustment pursuant to the exercise Company’s covenant set forth in Section 4(h) below). All of such outstanding Options when issued in accordance with the respective terms thereof shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, respectivelythe Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date.

Capitalization. (a) 3.3.1 The authorized capital stock of the Company ATI consists of 7,500,000 500,000,000 ATI Shares and 10,000,000 shares of preferred stock, par value $.001 per share (the "ATI Preferred Shares"). As of the date hereof, (i) 5,220,936 nine ATI Shares are issued and outstanding, (ii) 0 no ATI Preferred Shares are issued outstanding, and held in the treasury of the Company, (iii) 421,550 no ATI Shares are reserved for issuance upon exercise of outstanding Options granted under held in ATI's treasury. Except as set forth in this Section 3.3 or the Company Option Plans Registration Statement on Form S-1 (as hereinafter definedNo. 333-37235) (ivthe "Registration Statement") 11,000 filed by ATI with the Securities and Exchange Commission relating to the initial public offering by ATI, there are no shares of capital stock of ATI authorized, issued or outstanding and there are no outstanding subscriptions, options, warrants, rights, stock-based or stock-related awards or convertible or exchangeable securities issued by ATI, or other agreements or commitments of any character to which the ATI is a party, relating to the issued or unissued capital stock or other securities of ATI, including, without limitation, any agreement or commitment obligating ATI to issue, deliver or sell, or cause to be issued, delivered or sold, or to make any payments based upon the value of, shares of capital stock or other securities of ATI or obligating ATI to grant, extend or enter into any subscription, option, warrant, right, stock-based or stock-related plan or arrangement or convertible or exchangeable security or other similar agreement or commitment (including, without limitation, to any current or former employee or director of ATI). There are no outstanding obligations of ATI or any of its subsidiaries to repurchase, redeem or otherwise acquire any such capital stock or security. There are no voting trusts, proxies or other agreements or understandings, with respect to the voting of capital stock of ATI or any of its subsidiaries, to which ATI or any of its subsidiaries is a party. 3.3.2 The ATI Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof Merger will be, be duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes nonassessable and will not be issued in violation of or subject to any preemptive or other indebtedness having general voting rights (to subscribe for or convertible into to purchase such securities having such rights) ("Voting Debt") created by the Certificate of the Company Incorporation or Bylaws of ATI or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings agreement to which the Company or any of its Subsidiaries ATI is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries by which it is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreementbound.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 100,000,000 Shares. As of the date hereof, there are outstanding (i) 5,220,936 25,183,188 Shares and (ii) Options which represent the right to purchase an aggregate of 4,838,338 Shares and (iii) Exchangeable Notes that are exchangeable for 35,237,574.29 Shares. (b) All outstanding Shares have been duly authorized and validly issued and outstandingare fully paid and non-assessable and were not issued in violation of any preemptive right or similar obligation. Except as set forth in Section 3.05(b) of the Company Disclosure Schedule, and for changes after the date hereof resulting from the exercise of any Options that are outstanding on the date hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other equity securities of or ownership interests in the Company, (ii) 0 Shares are issued and held securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in the treasury of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive options, subscription rights, subscriptions conversion rights, exchange rights or other rightsrights to acquire from the Company, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock other obligations of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt other equity securities of or ownership interests in the Company or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, profit participation rights, “phantom” stock or similar securities or rights that are derivative of, or other provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or equity interest in, securities of or ownership interests in the Company or any (the items described in clauses (i)-(iv) of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating this Section 3.05(b) being referred to collectively as the “Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there Securities”). There are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens")Securities. Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts trusts, proxies, or other agreements or understandings to which the Company or any of its Subsidiaries is a party contracts with respect to the voting of the capital stock of the Company Shares or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock other ownership interests of the Company, or . (c) No Company Securities are owned by any of its Subsidiaries, respectively, as Company Subsidiary. (d) The Closing Statement delivered by the Company to Buyer pursuant to Section 2.12 will contain a result correct and complete list of the transactions contemplated information required to be set forth therein by this AgreementSection 2.12.

Capitalization. (a) The authorized capital stock Except as set forth on Section 2.3(a) of the Company consists of 7,500,000 Shares. As Disclosure Schedules, as of the date hereofof this Agreement, there are no outstanding options or other rights to purchase or receive limited partnership units of the Company. Other than the Purchased Company Interests, (i) 5,220,936 Shares there are issued and outstandingnot issued, reserved for issuance or outstanding any (A) limited partnership units of, or other equity or voting interests in, the Company, (B) securities of the Company convertible into or exchangeable or exercisable for limited partnership units of, or other equity or voting interests in, the Company or (C) options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, or other rights to acquire from the Company any limited partnership units of, or other equity or voting units in, or securities convertible into or exchangeable or exercisable for limited partnership units of, or other equity or voting interests in, the Company, (ii) 0 Shares are issued and held in the treasury there exists no obligation of the CompanyCompany to issue any limited partnership units of, or other equity or voting interests in, or securities convertible into or exchangeable or exercisable for limited partnership units of, or other equity or voting interests in, the Company and (iii) 421,550 Shares there are no outstanding stock appreciation, equity appreciation, phantom units or similar rights or rights to receive limited partnership of the Company on a deferred basis or otherwise. (b) The Company owns of record and beneficially all of the issued and outstanding member’s interests of each Company Subsidiary set forth on Schedule II hereto (the “Subsidiary Interests”) free and clear of Encumbrances except for (x) the Encumbrances set forth on Section 2.3(b) of the Disclosure Schedules and (y) any Encumbrances that will be released at Closing. The Company is the sole member of each Company Subsidiary. The Company does not own, beneficially or of record, equity interests in any Person other than the Company Subsidiaries. There are no outstanding options or other rights to purchase or receive member’s interests of any Company Subsidiary. Other than the Subsidiary Interests, (i) there are not issued, reserved for issuance upon exercise or outstanding any (A) member’s interests of, or other equity or voting interests in, any Company Subsidiary, (B) securities of any Company Subsidiary convertible into or exchangeable or exercisable for member’s interests of, or other equity or voting interests in, any Company Subsidiary or (C) options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, or other rights to acquire from any Company Subsidiary any member’s interests of, or other equity or voting interests in, or securities convertible into or exchangeable or exercisable for member’s interest of, or other equity or voting interests in, any Company Subsidiary, (ii) there exists no obligation of any Company Subsidiary to issue any member’s interests of, or other equity or voting interests in, or securities convertible into or exchangeable or exercisable for member’s interests of, or other equity or voting interests in, any Company Subsidiary and (iii) there are no outstanding Options granted under the stock appreciation, equity appreciation, phantom units or similar rights or rights to receive member’s interests of any Company Option Plans Subsidiary on a deferred basis or otherwise. (as hereinafter definedc) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors All of the Company, outstanding Class A Units and (v) 200,000 Shares Subsidiary Interests are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessablesuch Class A Units Interests and Subsidiary Interests are not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") Contracts of any kind to which the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued Subsidiary is a party or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of is bound that obligate the Company or any of its SubsidiariesCompany Subsidiary to repurchase, obligating the Company redeem or any of its Subsidiaries to issueotherwise acquire (i) limited partnership units or member’s interests, transfer or sell or cause to be issuedas applicable, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest or voting interests in, the Company or any of its Subsidiaries Company Subsidiary or (ii) options, warrants or other rights to acquire limited partnership units or member’s interests, as applicable, of, or other equity or voting interests in, or securities convertible into or exchangeable for such shares limited partnership units or equity member’s interests, as applicable, of, or obligating other equity or voting interests in, the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of Company Subsidiary. Neither the Company or nor any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party to any voting Contract with respect to the voting of the capital stock any securities of the Company or any of Company Subsidiary. There are no irrevocable proxies and no voting Contracts (or Contracts to execute a written consent or a proxy) with respect to the Subsidiaries. None Purchased Company Interests or the Subsidiary Interests or any other voting securities of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.Company Subsidiary

Capitalization. (a) The authorized capital stock issued shares in the Company consist of 50,000 Company Shares, and there are no other issued equity interests of the Company. Prior to giving effect to the Transactions, Seller is the legal (registered) and beneficial owner of all of the issued and outstanding equity interests of the Company, all of which Company Shares are validly issued, fully paid and owned by Seller free and clear of any Liens other than those imposed under the Company Organizational Documents and applicable securities Laws and upon delivery of the Purchased Shares to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer’s payment of the Exchange Consideration by delivery of the Exchange Shares at the Closing in accordance with Section 1.2, the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those incurred by Buyer), will pass to Buyer. All of the issued shares, other equity interests and Convertible Securities of the Company consists have been duly authorized, are fully paid and non-assessable and not in violation of 7,500,000 Sharesany purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the laws of its jurisdiction of incorporation or formation, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound. As The Company does not, directly or indirectly, hold any of its shares or other equity interests in treasury. (b) The Company does not have an equity incentive plan. (c) All Indebtedness of the Company as of the date hereof, of this Agreement is disclosed on Schedule 4.3(c). No Indebtedness of the Company contains any restriction upon: (i) 5,220,936 Shares are issued and outstandingthe prepayment of any such Indebtedness, (ii) 0 Shares are issued and held in the treasury incurrence of Indebtedness by the Company, (iii) 421,550 Shares are reserved for issuance upon exercise the ability of outstanding Options granted under the Company Option Plans (as hereinafter defined) to grant any Lien on its properties or assets, or (iv) 11,000 the consummation of the Transactions. (d) Since January 1, 2024, the Company has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any shares in the Company, and the board of directors of the Company has not authorized any of the foregoing. (e) The Purchased Shares are reserved not, and do not represent assets which were, the subject of a transfer at an undervalue (within the meaning of section 246 of the BVI Insolvency Act or within the meaning of any analogous legislation in a relevant jurisdiction) within the past five years. (f) The share certificates for issuance upon exercise the Purchased Shares to be delivered to Buyer at Closing are the only documents of certain individual stock options granted to employees and directors title for the Purchased Shares. (g) Except for the Company’s Organizational Documents, there are no documents or arrangements in force governing the relationship between the shareholders of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") management of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2the subscription for, (b) as set forth aboveor issue, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issuepurchase, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt ownership of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rightsCompany. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement.

Capitalization. Schedule 3.3(a) of the Disclosure Letter sets -------------- forth (ai) The authorized the authorized, issued and outstanding capital stock of each of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, its subsidiaries and (ii) 0 Shares are the owners of the issued and held in the treasury outstanding shares of capital stock of each of the Company, (iii) 421,550 Shares are reserved for issuance upon exercise Company and its subsidiaries. All issued and outstanding capital stock of outstanding Options granted under each of the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, its subsidiaries has been duly authorized and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, validly issued and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, is fully paid and nonassessable, and is not subject to, nor was issued in violation of, any preemptive rights. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt"Except as set forth on Schedule 3.3(b) of the Disclosure Letter, no shares of capital stock of either the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as of the date hereof, (i) there subsidiaries are no shares of capital stock of the Company authorized, issued or outstanding, (ii) outstanding and there are no existing outstanding or authorized options, warrants, calls, preemptive rights, subscriptions or other rightssubscriptions, agreements, arrangements or commitments claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings pursuant to which the Company or any of its Subsidiaries subsidiaries is a party with respect or may become obligated to issue shares of its capital stock or any securities convertible into, exchangeable for, or evidencing the voting right to subscribe for, any shares of the capital stock of the Company or any of its subsidiaries. Neither the SubsidiariesCompany nor any of its subsidiaries has authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Person on any matter. None Except as set forth on Schedule 3.3(c) of the Disclosure Letter, neither the Company nor any of its subsidiaries owns, directly or its Subsidiaries is required to redeemindirectly, repurchase any capital stock or otherwise acquire other equity, ownership or proprietary interest in any Person. Except as set forth on Schedule 3.3(d) of the Disclosure Letter, all of the outstanding shares of capital stock of each of the Companysubsidiaries of the Company are owned, of record and beneficially, by the Company or its subsidiaries free and clear of any Liens. Except as set forth on Schedule 3.3(e) of the Disclosure Letter, there are no restrictions of any kind which prevent or restrict the payment of dividends by the Company or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreementsubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held Except as disclosed in the treasury of the CompanySEC Documents, (iii) 421,550 Shares no shares are reserved for issuance upon exercise of outstanding Options granted under pursuant to the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares Company's stock option plans, no shares are reserved for issuance upon exercise pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of certain individual stock options granted to employees Common Stock and directors of the Company, and (v) 200,000 Shares are sufficient shares will be reserved for issuance upon exercise conversion of outstanding warrants to purchase common stockthe Note within 90 days of the date of this Agreement (as required by the Note and transfer agent share reserve letter). All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), respectivelythe Company's By-laws, as a result in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date. Issuance of Shares. The Conversion Shares are duly authorized and will be reserved for issuance within 90 days of the date of this Agreement.Agreement and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof c.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of: (a) 740,000,000 shares of 7,500,000 Shares. As common stock, $0.0001 par value per share; of the date hereofwhich 5,664,921 are issued and outstanding and (b) 10,000,000 shares of Preferred Stock, (i) 5,220,936 Shares $0.0001 par value per share, of which 3,386,687 are issued and outstanding, (ii) 0 Shares are issued and held . Except as disclosed in the treasury of SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (iiiother than the Note and any other promissory note issued to the Buyer) 421,550 Shares exercisable for, or convertible into or exchangeable for shares of Common Stock and 150,000,000 shares are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors conversion of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockNote. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for in the transactions contemplated by this AgreementSEC Documents, as of the effective date hereofof this Agreement, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), respectivelythe Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Warrants previously issued to the Buyer in connection with the securities purchase agreements dated May 18, 2022 and September 28, 2022 remain in full and force in effect and will remain in full force and effect following the transactions contemplated by this Agreementhereby.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As (i) 150,000,000 shares of Common Stock, 65,779,118 of which were issued and outstanding as of the date hereof and (ii) 2,000,000 shares of preferred stock, no ascribed or par value per share, none of which was issued or outstanding as of the date hereof, (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in . All of the treasury outstanding shares of the Company, (iii) 421,550 Shares 's capital stock are reserved for issuance upon exercise of outstanding Options granted under the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares are reserved for issuance upon exercise of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stock. All the outstanding Shares are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and were not issued in violation of any preemptive rights. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except (a) as disclosed on Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement, as As of the date hereof, (i) there are no shares of capital stock of other than pursuant to the Company authorizedRights Agreement, issued or outstanding, (ii) there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, agreementsconvertible securities, arrangements agreements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, character obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock, voting securities, stock appreciation or Voting Debt of, similar rights or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares shares, securities or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iiiii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Sharescapital stock, voting securities or capital stock equity interests of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company or any Company. (b) All of the Subsidiaries. None of the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire outstanding shares of capital stock or equivalent equity interests of each of the Company's Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and are owned of record and beneficially, directly or indirectly, by the Company free and clear of all Liens. (c) Neither the Company nor any of its Subsidiaries own any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or any of investment is material to the Company and its Subsidiaries, respectively, taken as a result of the transactions contemplated by this Agreementwhole.

Capitalization. (a) The authorized capital stock of the Company consists of 7,500,000 Shares. As of the date hereofExcept as disclosed in Schedule 3(c), (i) 5,220,936 Shares are issued and outstanding, (ii) 0 Shares are issued and held in the treasury of the Company, (iii) 421,550 Shares no shares are reserved for issuance upon exercise of outstanding Options granted under pursuant to the Company Option Plans (as hereinafter defined) (iv) 11,000 Shares Company’s stock option plans, no shares are reserved for issuance upon exercise pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for shares of certain individual stock options granted to employees and directors of the Company, and (v) 200,000 Shares are reserved for issuance upon exercise of outstanding warrants to purchase common stockCommon Stock. All the of such outstanding Shares shares of capital stock are, and all shares which may be issued pursuant to the exercise of outstanding Options when issued in accordance with the respective terms thereof or upon issuance will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable. There No shares of capital stock of the Company are no bonds, debentures, notes subject to preemptive rights or any other indebtedness having general voting similar rights (or convertible into securities having such rights) ("Voting Debt") of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of its Subsidiaries issued and outstandingthe Company. Except (a) as disclosed on in Schedule 3.2, (b) as set forth above, and (c) for the transactions contemplated by this Agreement3(c), as of the date hereofEffective Date, (i) there are no shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no existing outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, subscriptions or other rightsrights of first refusal, agreements, arrangements understandings, claims or other commitments or rights of any charactercharacter whatsoever relating to, relating to the issued or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or capital stock of the Company or any subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary, other than those required in the ordinary course of business of such subsidiaries, or any other entity and (iv) there are no equity equivalents, interests in the ownership or earnings of the Company or other similar rights. (b) All the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and, except as disclosed on Schedule 3.2, are owned directly or indirectly arrangements by the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever ("Liens"). Except as disclosed on Schedule 3.2, no entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole. (c) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect or may become bound to the voting issue additional shares of the capital stock of the Company or any of the its Subsidiaries. None of , (ii) there are no agreements or arrangements under which the Company or its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company, or any of its SubsidiariesSubsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note, respectivelyWarrants, or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as a result in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the transactions contemplated Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by this Agreementthe Company’s Chief Executive on behalf of the Company as of the Closing Date.