Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 are issued and 6,946,450 are outstanding and 795,369 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries, or contracts or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Date, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 73,000,000 shares of Company Common Stock, of which as of the date hereof, 24,151,491 are issued and outstanding, 5,391,743 shares are reserved for issuance pursuant to the Company’s stock option plans, 3,030,424 shares are reserved for issuance upon conversion of warrants (other than the Warrants which are the subject of this agreement) and 740,741 shares are reserved for issuance upon conversion of 5,000 shares of convertible preferred stock listed as issued and outstanding hereafter and (ii) 25,000,000 shares of preferred stock, $.001 par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 5,000 shares are issued and 6,946,450 are outstanding and 795,369 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or preferred stock convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which into common stock as of the date of this Agreement none are issued and outstandingdisclosed above. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: 3(q): (i) none of the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by that would be triggered upon issuance of the CompanySecurities; (ii) other than shares of Common Stock issuable to except as disclosed in the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as Form 10-K/A of the date hereof Company filed in April 2005 with the SEC or subsequently filed Forms 10-Q or Forms 8-K, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company or any of the SubsidiariesCompany, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of by which the SubsidiariesCompany is or may become bound; (iiiiv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) except as provided disclosed in the Registration Rights Agreement to be executed Form 10-K/A of the Company filed in April 2005 with the Buyer on the Closing DateSEC or in subsequently filed Forms 10-Q or Forms 8-K, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActAct (except the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the SubsidiariesCompany; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s Knowledgebusinesses and which, no stockholder of individually or in the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Companyaggregate, do not or would not have a Material Adverse Effect. The Company has furnished made available to the each Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 6,965,129 are issued and 6,946,450 6,944,879 are outstanding and 795,369 800,369 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries, or contracts or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Date, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 90,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 32,062,962 are issued and 6,946,450 outstanding, 8,567,349 shares are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 7,360,701 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 no shares of Convertible Series A preferred stock, $0.0001 par value value, none of which as of the date hereof are issued and outstanding and (iii) 700,000 shares of Convertible Series B preferred stock, $.01 per share0.0001 par value, of which as of the date of this Agreement none hereof 109,933 shares are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: ): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the Registration Rights Agreement to be executed with the Buyer on the Closing Dateaggregate, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company filed in connection with the Company or any Other Private Placement, as of the date hereof its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (ix) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s Knowledgeor its Subsidiaries’ respective businesses and which, no stockholder of individually or in the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Companyaggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 98,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 26,330,757 are issued and 6,946,450 18,572,757 are outstanding outstanding, 16,060,000 shares are reserved for issuance pursuant to the Company's stock option and 795,369 purchase plans and 13,248,394 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 2,000,000 shares of preferred stock, par value $.01 0.001 per share, of which as of the date of this Agreement hereof, none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: ): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no effective financing statements securing obligations in any material amounts, either singly or in the Registration Rights Agreement to be executed with the Buyer on the Closing Dateaggregate, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company filed in connection with the Company or any Other Private Placement, as of its Subsidiaries that have not been terminated or that will not be terminated on or prior to the date hereof Closing; (v) there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of ; and (ix) the Company has entered into any agreement with any and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other stockholder with respect to than those incurred in the voting of equity securities ordinary course of the Company's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date of this Agreement hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 6,965,129 are issued and 6,946,450 6,944,879 are outstanding and 795,369 800,369 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer Buyers hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries, or contracts or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer Buyers on the Closing Date, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 8,219,775 are issued and 6,946,450 8,219,775 are outstanding and 795,369 189,088 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued issuable to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries, or contracts or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Date, and except for registration rights (x) to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private PlacementPlacement or (y) granted to other investors pursuant to registration rights agreements entered into by the Company as of September 8, 2015 which were filed as Exhibits 10.1 through 10.10 to the Company’s Form 8-K filed with the SEC on September 8, 2015, as of the date hereof there are no agreements or arrangements under which the Company or any of the Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 10,000,000 500,000,000 shares of Class A Common Stock, of which 84,405,625 shares are issued and outstanding, 300,000,000 shares of Class V Common Stock, par value $.01 0.0001 per share, of which as of the date of this Agreement, 6,966,700 251,033,906 shares are issued and 6,946,450 outstanding (the “Class V Common Stock”, together with the Class A Common Stock, the “Common Stock”), and 20,000,000 shares preferred stock, par value $0.0001 (“Preferred Stock”), none of which are outstanding issued and 795,369 shares are reserved for issuance pursuant to securities outstanding as outstanding. “Convertible Securities” means any capital stock or other security of the date Company or any of this Agreement its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or convertible intowhich otherwise entitles the holder thereof to acquire, shares any capital stock or other security of the Company (including, without limitation, Common Stock, and (ii) 800,000 shares or any of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstandingits Subsidiaries. All of such outstanding shares are duly authorized and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Datethere are no outstanding debt securities, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any Other Private Placement, as of the date hereof its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s Knowledgeor its Subsidiaries’ respective businesses and which, no stockholder of individually or in the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Companyaggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Third Amended and Restated Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”), and the terms of all Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company Parent consists of one hundred million (i100,000,000) 10,000,000 shares of Common Stockcommon stock, $0.001 par value per share, of which, as of the date hereof, 43,651,598 shares are issued and outstanding, and ten million (10,000,000) shares of preferred stock, $.01 0.001 par value per share, of which as of no shares were issued and outstanding on the date of this Agreement, 6,966,700 are issued and 6,946,450 are outstanding and 795,369 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstandinghereof. All of such outstanding shares of Parent and reserved shares the Company have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in the SEC Documents or on Schedule 3(r) of the Disclosure Letter: ): (i) none of Parent’s or the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent or the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company Parent or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company Parent or any of the its Subsidiaries is or may become bound to issue additional share capital stock of the Company Parent or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company Parent or any of the its Subsidiaries; (iii) except as provided there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Parent or any of its Subsidiaries or by which Parent or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the Registration Rights Agreement to be executed with the Buyer on the Closing Dateaggregate, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company filed in connection with Parent or any Other Private Placement, as of the date hereof its Subsidiaries; (v) there are no agreements or arrangements under which the Company Parent or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or its securities that may be issued subsequently, under the 1933 ActAct (except the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of the Company Parent or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company Parent or any of the its Subsidiaries is or may become bound to redeem a security of the Company Parent or any of the its Subsidiaries; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) the Company does not have neither Parent nor any of its Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) Parent and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of Parent’s or its Subsidiaries’ respective businesses. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer Schedule 3(r) contains true, correct and complete copies of (i) the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date of this Agreement hereof (“the “Certificate Company’s Articles of Incorporation”), and (ii) the Company’s Bylaws, as amended and as in effect on the date of this Agreement hereof (“the “Company’s Bylaws”), (iii) Parent’s Articles of Incorporation, as amended and as in effect on the date hereof (“Parent’s Articles of Incorporation”), (iv) Parent’s Bylaws, as amended and as in effect on the date hereof (“Parent’s Bylaws”), and (v) the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 10,000,000 133,333,334 shares of Common Stock, par value $.01 per share, of which as 21,602,078 shares of the date Common Stock are issued, 16,793,980 shares of this Agreement, 6,966,700 are issued and 6,946,450 Common Stock are outstanding and 795,369 10,172,116 shares are reserved for issuance pursuant to securities outstanding Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants) and (ii) 10,000,000 shares of preferred stock, none of which are issued and outstanding. “Convertible Securities” means any capital stock or other security of the date Company or any of this Agreement its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or convertible intowhich otherwise entitles the holder thereof to acquire, shares any capital stock or other security of the Company (including, without limitation, Common Stock, and (ii) 800,000 shares or any of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstandingits Subsidiaries. All of such outstanding shares are duly authorized and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Datethere are no outstanding debt securities, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any Other Private Placement, as of the date hereof its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s Knowledgeor its Subsidiaries’ respective businesses and which, no stockholder of individually or in the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Companyaggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”), and the terms of all Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofhereof (and without giving effect to the issuance of the Purchased Shares), the authorized capital stock of the Company consists of (i) 10,000,000 5,200,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 3,202,056 are issued and 6,946,450 are outstanding (and 795,369 without giving effect to the transactions with the Concurrent Investors described below), 502,000 of which may be issued on the Closing Date pursuant to one or more separate securities purchase agreements, in each case, by and among the Company and one or more parties unrelated to the Buyers (the “Concurrent Investors”), and 1,077,736 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement hereof none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing DateAgreement, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private PlacementConcurrent Investors, as of the date hereof if any, there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and and, except as set forth in (A) Section 4(h)(ii) hereof, (B) the Securities Purchase Agreement, dated as of January 22, 2010, between the date Company and Cash America International, Inc., (C) the Securities Purchase Agreement, dated as of this AgreementJanuary 29, 2010, between the Company and NetSpend Holdings, Inc., and (D) the securities purchase agreements, if any, by and among the Company and the Concurrent Investors, there are no contracts, commitments or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”).

Equity Capitalization. As of the date hereofDecember 15, 2020, the authorized capital stock of the Company consists of (i) 10,000,000 250,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 41,933,086 are issued and 6,946,450 outstanding, 18,500,00 shares are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 13,487,500 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement and aforementioned options) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 10,000,000 shares of preferred stock, par value $.01 0.001 per share, none of which as of the date of this Agreement none are designated and issued and outstanding. 257,732 shares of Common Stock are held in treasury. All of such outstanding and reserved shares have been, or upon issuance will beare duly authorized, validly issued and are fully paid and nonassessable. 9,458,440 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the ▇▇▇▇ ▇▇▇) of the Company or any of its Subsidiaries. (i) Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) 3(p), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placementexcept as disclosed in Schedule 3(p), as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries its Subsidiaries, is or may become bound to issue additional capital stock of the Company or any of the Subsidiaries its Subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided disclosed in the Registration Rights Agreement to be executed with the Buyer on the Closing DateSchedule 3(p), and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries, or by which the Company or any of its Subsidiaries, is or may become bound; (iv) except as disclosed in Schedule 3(p), there are no financing statements securing obligations in any amounts filed in connection with the Company or any Other Private Placementof its Subsidiaries; (v) except as disclosed in Schedule 3(p), as of the date hereof there are no agreements or arrangements (other than as set forth herein) under which the Company or any of the Subsidiaries remains its Subsidiaries, is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (ivvi) except as disclosed in Schedule 3(p), there are no outstanding securities or instruments of the Company or any of the Subsidiaries its Subsidiaries, which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) except as disclosed in Schedule 3(p), there are no securities or instruments of the Company containing anti-dilution or similar provisionsprovisions that will be triggered by the issuance of the Shares; (viii) except as disclosed in Schedule 3(p), other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) neither the Company does not have nor any Subsidiary, if any, has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of ; and (ix) neither the Company has entered into nor any agreement with of its Subsidiaries have any other stockholder with respect material non-public information, including any material liabilities or obligations, that are required to be disclosed in the voting of equity securities of SEC Documents which are not so disclosed in the CompanySEC Documents. The Company has furnished to the Buyer trueTrue, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, Common Stock and the material rights of the holders thereof in respect thereto have heretofore been filed as part of the SEC Documents. Except as set forth in Schedule 3(p), each stock option granted by the Company was granted (x) in accordance with the terms of the applicable stock option plan of the Company and (y) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. To the Company’s Knowledge, no stock option granted under the Company’s stock option plan has been backdated. To the Company’s Knowledge, the Company has not granted, and there is no and has been no policy or practice of the Company to grant, stock options prior to, or otherwise coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.”

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 75,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 5,248,482 shares are issued and 6,946,450 are outstanding and 795,369 up to an additional 1,799,775 shares are may be reserved for issuance pursuant to securities the Company’s stock option plans. No preferred stock is authorized, issued or outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are issued and outstandinghereof. All of such outstanding and reserved shares have been, or upon been validly issued and are fully paid and nonassessable and all of such shares reserved for issuance will be, upon issuance, validly issued and issued, fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r3(q) or, for purposes of clause (ii) below, as set forth in that certain list of Company option holders, dated October 12, 2016 and delivered to the Disclosure LetterBuyer prior to the date hereof: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; , (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Date, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the Company or any of the Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).,

Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists of (i) 10,000,000 900,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 1,056,700 shares are issued and 6,946,450 are outstanding and 795,369 outstanding; (ii) 100,000,000 shares of Common Stock are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, Company’s 2018 Equity Incentive Plan ( a “Plan”); (iii) 1,950 shares of Common Series A Convertible Preferred Stock and 1,000,000 shares of Series B Convertible Preferred Stock, and (ii) 800,000 shares of preferred stock, in each case $0.001 par value $.01 per share, of which as 1,000,001 shares are issued and outstanding; (iv) 20 shares of the date Series L Convertible Preferred Stock, of this Agreement none which a total of 18 shares are issued and outstanding, (v) 60,000 shares of Series G Convertible Preferred Stock, of which a total of 1950 shares are issued and outstanding, (vi) 40,000,000 shares of Series F Convertible Preferred Stock, of which 10,000 shares are issued and outstanding, and (vii) 375 shares of Series T Convertible Preferred Stock, of which 0 shares are issued and outstanding. All of such the Company’s outstanding and reserved shares have been, or upon issuance will be, validly issued and fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) As of the Disclosure Letter: Execution Date, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the Registration Rights Agreement to be executed with the Buyer on the Closing Dateaggregate, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company filed in connection with the Company or any Other Private Placement, as of the date hereof its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (ivvi) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viviii) the Company does has not have issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan rights; and (ix) the Company and its Subsidiaries have no liabilities or agreementobligations required to be disclosed in the Financial Statements in accordance with GAAP but not so disclosed in the Financial Statements. To As of the Company’s KnowledgeClosing Date, no stockholder Indebtedness or outstanding securities of the Company has entered into any agreement with any other stockholder is or will be senior to the Preferred Shares in right of payment, whether with respect to interest or upon liquidation or dissolution, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the voting of equity securities property covered thereby). Notwithstanding the foregoing, the Parties understand that the Company filed an Information Statement on Schedule PRE 14C on July 10, 2020, to: (i) increase the authorized Preferred Stock from 100 million shares to 200 million shares; and (ii) change the name of the Company. The Company has furnished from Lord Global Corporation to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).27 Health Holdings Corp.

Equity Capitalization. As of the date hereofhereof (and without giving effect to the issuance of the Purchased Shares), the authorized capital stock of the Company consists of (i) 10,000,000 5,200,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 3,202,056 are issued and 6,946,450 are outstanding (and 795,369 without giving effect to the transactions with the Concurrent Investors described below), 270,000 of which may be issued on the Closing Date pursuant to one or more separate securities purchase agreements, in each case, by and among the Company and one or more parties unrelated to the Buyer (the “Concurrent Investors”), and 1,077,736 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement hereof none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing DateAgreement, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private PlacementConcurrent Investors, as of the date hereof if any, there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and and, except as set forth in (A) Section 4(h)(ii) hereof, (B) the Securities Purchase Agreement, dated as of January 22, 2010, between the date Company and Cash America International, Inc., (C) the Securities Purchase Agreement, dated as of this AgreementJanuary 29, 2010, between the Company and NetSpend Holdings, Inc., and (D) the securities purchase agreements, if any, by and among the Company and the Concurrent Investors, there are no contracts, commitments or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”).

Equity Capitalization. As of the date hereofJune 25, 2012, the authorized capital stock of the Company consists consisted of (i) 10,000,000 29,000,000 shares of Common Stock, par value $.01 per share, of which as of the date hereof, 13,696,538 shares of this Agreement, 6,966,700 Common Stock are issued and 6,946,450 are outstanding and 795,369 an additional 8,316,143 shares (excluding the shares reserved for issuance upon conversion of the Notes) are reserved for issuance pursuant to upon the conversion or exchange of securities outstanding as of issued by the date of this Agreement and exercisable Company or its Subsidiaries that are convertible into or exchangeable for, or convertible into, for shares of Common Stock, and there are no the convertible or exchangeable securities issued by the Company or its Subsidiaries for which at least 100% of the of shares issuable upon conversion or exchange have not been reserved and (ii) 800,000 1,000,000 shares of preferred stock, par value $.01 per share, of which as of the date hereof, no shares of this Agreement none which are issued and outstanding. All of such the outstanding and reserved shares of Common Stock have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure LetterCommission Documents: (iA) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (iiB) other than shares of Common Stock issuable to the Buyer hereunder or Notes and grants made under the shares of Common Stock issued to any Other Investor pursuant to any Other Private PlacementCompany’s stock incentive plan since March 31, as of the date hereof 2012, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of the its Subsidiaries; (iiiC) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Datethere are no outstanding debt securities, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company in connection with or any Other Private Placement, as of its Subsidiaries or by which the date hereof Company or any of its Subsidiaries is or may become bound; (D) there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActSecurities Act (except the Registration Rights Agreement); (ivE) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisionsprovisions (other than as contemplated by the Notes), and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vF) there are no securities or instruments of the Company containing anti-anti- dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to that will be triggered by the Company’s capital stockissuance of the Securities; and (viG) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (H) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the Commission Documents but not so disclosed in the Commission Documents, other than those incurred in the ordinary course of the Company’s Knowledgeor any Subsidiary’s respective businesses and which, no stockholder of individually or in the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Companyaggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the each Buyer upon such Buyer’s request, true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and, except as set forth in the Memorandum, as in effect on the date hereof, and the Company’s Code of Regulations, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”)hereof, and the Company’s Bylawsterms of all securities convertible into, as amended or exercisable or exchangeable for, shares of Common Stock and as in effect on the date material rights of this Agreement (the “Bylaws”)holders of any such securities.

Equity Capitalization. As of the date hereofClosing Date, the authorized capital stock of the Company Parent consists of (i) 10,000,000 150,000,000 shares of Common Stock, par value $.01 per share, of which as of 54,690,728 shares (including the date of this Agreement, 6,966,700 Shares issued hereunder) are issued and 6,946,450 are outstanding and 795,369 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stockoutstanding, and (ii) 800,000 1,000,000 shares of preferred stock, par value $.01 0.001 per share, of which as of the date of this Agreement none no shares are issued and outstanding. As of the Closing Date, the authorized shares or other Equity Interests of Jamba Juice consist of 10,000 shares of common stock, of which 1,000 shares are issued and outstanding, and all of which are owned by Parent. All of such outstanding shares of Capital Stock or other Equity Interests of Parent and reserved shares the other Borrowers and Subsidiaries have been, or upon issuance will bebeen duly authorized, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in set forth on Schedule 3(r) of the Disclosure Letter7.7: (i) none of the Companyany Borrower’s capital stock or Subsidiary’s Capital Stock or other Equity Interest in such Borrower or Subsidiary is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Companysuch Borrower or Subsidiary; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock Capital Stock or other Equity Interest in any of the Company Borrowers or any of the their Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which any of the Company Borrowers or any of the their Subsidiaries is or may become bound to issue additional capital stock of the Company Capital Stock or any of the Subsidiaries other Equity Interest in such Borrower or Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock Capital Stock or other Equity Interest in any of the Company Borrowers or any of their Subsidiaries (except the SubsidiariesPut Agreement); (iii) except as provided there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of any of the Borrowers or any of their Subsidiaries or by which any of the Borrowers or any of their Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the Registration Rights Agreement to be executed with the Buyer on the Closing Dateaggregate, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company filed in connection with any Other Private Placement, as of the date hereof Borrowers or any of their Subsidiaries; (v) there are no agreements or arrangements under which any of the Company Borrowers or any of the their Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or its securities that may be issued subsequently, under the 1933 ActAct (except the Registration Rights Agreement); (ivvi) there are no outstanding securities or instruments of any of the Company Borrowers or any of the their Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which any of the Company Borrowers or any of the their Subsidiaries is or may become bound to redeem a security of any of the Company Borrowers or any of their Subsidiaries (except the SubsidiariesPut Agreement); (vvii) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination that will be triggered by the issuance of the Securities; (viii) none of the Borrowers or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any of their Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder ; and (ix) none of the Company Borrowers or any of their Subsidiaries has entered into any agreement with any liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other stockholder with respect than those incurred in the ordinary course of the Borrowers’ and their Subsidiaries’ respective businesses. Prior to the voting of equity securities of Closing, the Company. The Company has furnished Borrowers have provided to the Buyer Lenders true, correct and complete copies of the Company(i) each Borrower’s Certificate and Subsidiary’s certificate or articles of Incorporationincorporation (or other applicable governing document), as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”)Closing Date, and the Company(ii) each Borrower’s Bylawsand Subsidiary’s bylaws, as amended and as in effect on the date Closing Date (or other applicable governing document). Schedule 7.7 identifies all outstanding securities convertible into, or exercisable or exchangeable for, shares of this Agreement (Capital Stock or other Equity Interests in any of the “Bylaws”)Borrowers or any of their Subsidiaries and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 500,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 78,049,491 are issued and 6,946,450 outstanding, 3,857,996 shares are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 30,520,123 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 20,000,000 shares of preferred stock, par value $.01 0.0001 per share, of which 20,000,000 shares are designated as Series A preferred stock, of the date of this Agreement which none are currently issued and outstanding. No Common Stock are held in treasury. All of such outstanding shares are duly authorized and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 52,053,640 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the ▇▇▇▇ ▇▇▇) of the Company or any of its Subsidiaries. (i) Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) 3(q)(i), hereto, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placementexcept as disclosed in Schedule 3(q)(ii), as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided disclosed in the Registration Rights Agreement to be executed with the Buyer on the Closing DateSchedule 3(q)(iii), and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company or any Other Private Placementof its Subsidiaries; (v), except as of the date hereof disclosed in Schedule 3(q)(v), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (ivvi) except as disclosed in Schedule 3(q)(vi), there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (vvii) except as disclosed in Schedule 3(q)(vii), there are no securities or instruments of the Company containing anti-dilution or similar provisionsprovisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in Schedule 3(q)(viii), other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s Knowledgeor its Subsidiaries’ respective businesses and which, no stockholder of individually or in the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Companyaggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer trueTrue, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, Common Stock and the material rights of the holders thereof in respect thereto have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereofhereof (and without giving effect to the issuance of the Purchased Shares), the authorized capital stock of the Company consists of (i) 10,000,000 5,200,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 3,202,056 are issued and 6,946,450 are outstanding (and 795,369 without giving effect to the transactions with the Concurrent Investors described below), 508,000 of which may be issued on the Closing Date pursuant to one or more separate securities purchase agreements, in each case, by and among the Company and one or more parties unrelated to the Buyer (the “Concurrent Investors”), and 1,077,736 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement hereof none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries, or contracts or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing DateAgreement, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act; (iv) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and and, except as set forth in (A) Section 4(h)(ii) hereof, (B) the Securities Purchase Agreement, dated as of January 22, 2010, between the Company and Cash America International, Inc., (C) the Securities Purchase Agreement, dated as of January 29, 2010, between the Company and NetSpend Holdings, Inc., and (D) the two (2) securities purchase agreements, dated as of even date of this Agreementherewith, by and among the Company and the Concurrent Investors, there are no contracts, commitments or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement hereof (the “Bylaws”).

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 50,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 29,668,839 shares are issued and 6,946,450 are outstanding and 795,369 outstanding, 4,204,352 shares are reserved for issuance pursuant to securities outstanding as the Company’s equity incentive plans, of which 2,900,085 shares are reserved for issuance upon the date exercise of this Agreement stock options and exercisable or exchangeable for, or convertible into, shares vesting of Common Stockrestricted stock units outstanding, and (ii) 800,000 2,000,000 shares of preferred stock, par value $.01 0.001 per share, none of which as of the date of this Agreement none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. As of the Closing Date, (i) the Series A Preferred Shares shall rank senior to all capital stock of the Company and (ii) there will be no Pari Passu Stock or stock that is senior in rank to the Series A Preferred Shares in respect of the preferences as to dividends and other distributions, redemption payments and payments upon a Liquidation Event (each as defined in the Certificate of Designation) as of such Closing Date. Except for any shares to be issued in connection with the Acquisition, the Transaction Documents, or as disclosed in the SEC Documents or Schedule 3(r3(q) of the Company Disclosure Letter: (iA) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (iiB) other than shares of Common Stock issuable to the Buyer hereunder or the shares of Common Stock issued to any Other Investor pursuant to any Other Private Placement, as of the date hereof there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of the its Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of the its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of the its Subsidiaries; (iii) except as provided in the Registration Rights Agreement to be executed with the Buyer on the Closing Date, and except for registration rights to be granted to any Other Investor pursuant to any registration rights agreement entered into by the Company in connection with any Other Private Placement, as of the date hereof there are no agreements or arrangements under which the Company or any of the its Subsidiaries remains is obligated to register the sale of any of their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (iv) there are no outstanding securities or instruments of the Company or any of the its Subsidiaries which contain any redemption or similar provisions, and as of the date of this Agreement, there are no contracts, commitments commitments, understandings or arrangements by which the Company or any of the its Subsidiaries is or may become bound to redeem a security of the Company or any of the its Subsidiaries; (v) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the Company’s capital stock; and (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To the Company’s Knowledge, no stockholder of the Company has entered into any agreement with any other stockholder with respect to the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).;