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 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 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 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 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 hereof and as of the Closing Date, the Company has or will have, as the case may be, an authorized, issued and outstanding capitalization as is set forth in the SEC Reports (subject, in each case, to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the SEC Reports and the grant or issuance of options or shares under existing equity compensation plans or stock purchase plans described in the SEC Reports), and such authorized capital stock conforms to the description thereof set forth in the SEC Reports. All of the Securities conform to the description thereof contained in the SEC Reports. The form of certificates for the Preferred Shares and the Conversion Shares, as applicable, will conform to the corporate law of the jurisdiction of the Company’s incorporation. As of the date hereof, immediately prior to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists of (i1) 10,000,000 75,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 19,173,101 shares are issued and 6,946,450 are outstanding and 795,369 outstanding, 2,900,000 shares are reserved for issuance pursuant to securities outstanding as of the date of this Agreement Company’s 2019 Equity Incentive Plan (the “Plan”) and 166,200 shares are reserved for issuance pursuant to warrants exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii2) 800,000 2,000,000 shares of preferred stock, par value $.01 0.001 per share, 28,000 of which have been designated as of the date of this Agreement none Series A Preferred Stock and 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, as disclosed on Schedule 3(f) hereto or as expressly contemplated by 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 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 Securities 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 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 binding on the Company or any if Subsidiaries 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 (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 ; and (vii) the Company has entered into any agreement with any and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Reports but not so disclosed in the SEC Reports, other stockholder with respect to than those incurred in the voting of equity securities of the Company. The Company has furnished to the Buyer true, correct and complete copies ordinary course of the Company’s Certificate or any of Incorporationits Subsidiary’s’ respective businesses and which, as amended and as individually or in effect on the date aggregate, do not or would not have a Material Adverse Effect. Schedule 3(f) set forth the material terms of this Agreement (the “Certificate any outstanding warrants of Incorporation”), and the Company’s Bylaws, as amended including, without limitation, the exercise price, put rights or other special features and as in effect on the expiration date of this Agreement (the “Bylaws”)thereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 60,000,000 shares of Class A Common Stock, of which as of the date hereof, 34,660,657 are issued and outstanding and 4,817,619 shares are reserved for issuance pursuant to the Company’s stock option and purchase plans, (ii) 10,000,000 shares of Class B Common Stock, $0.10 par value (the “Class B Common Stock”), of which as of the date hereof, 1,500,000 are issued and outstanding and (iii) 2,000,000 shares of preferred stock, $.01 par value per share, of which as of the date hereof none of this Agreement, 6,966,700 are which is issued and 6,946,450 are outstanding and 795,369 shares are or 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 outstandingissuance. 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 share 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 share 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 share 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 share capital stock of the Company or any of the its Subsidiaries; (iii) except there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as provided defined in Section 3(s)) 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 any Other Private Placement, as of the date hereof Company; (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 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 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 Class A 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 45,000,000 shares of Common Stock, par value $.01 per shareof which, of which as of the date of this Agreement, 6,966,700 20,071,817 are issued and 6,946,450 are outstanding and 795,369 8,254,312 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 5,000,000 shares of preferred stock, par value $.01 per share, none of which as of the date of this Agreement none are issued and outstanding. No shares of 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. 5,125,000 shares of the Company's issued and outstanding Common Stock are as of the date hereof owned by Persons who are "affiliates" (as defined in Rule 405 of the 1000 Xxx) 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(r)(i), none of the Company’s '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(r)(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 Schedule 3(r)(iii), 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 amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in Schedule 3(r)(v) or pursuant to 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 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) except as disclosed in Schedule 3(r)(vii), 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 the Company’s Knowledge, no stockholder of ; and (ix) neither the Company has entered into nor any agreement with 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 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 could not have a Material Adverse Effect. The Company has furnished to the Buyer trueTrue, correct and complete copies of the Company’s Certificate 's certificate of Incorporationincorporation, as amended and as in effect on the date of this Agreement hereof (the “"Certificate of Incorporation”"), and the Company’s Bylaws'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 have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 150,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 47,941,040 shares are issued and 6,946,450 outstanding, 6,393,753 shares are reserved for issuance pursuant to the Company's stock option and purchase plans, 1,408,267 shares are reserved for issuance pursuant to outstanding warrants to purchase Common Stock, and 795,369 2,159,964 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. No preferred stock is authorized, 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 or 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 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 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 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 any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available 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 hereofsuch date, 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 Agreementsuch date, 6,966,700 36,798,231 are issued and 6,946,450 outstanding, 3,500,000 shares are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 1,266,295 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and . Schedule 3(r) sets forth (iiA) 800,000 the number of shares of preferred stock, par value $.01 per share, authorized capital stock of which as each of the date Company's Subsidiaries, (B) the number of this Agreement none are shares of capital stock of each of the Company’s Subsidiaries that is issued and outstanding, (C) the number of shares of capital stock of each of the Company’s Subsidiaries that is reserved for issuance pursuant to such Subsidiary's stock option and purchase plans and (D) the number of shares of capital stock of each of the Company’s Subsidiaries that is reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock. 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 on Schedule 3(r) of the Disclosure Letter: ): (i) none of the Company’s or any its Subsidiaries’ share 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 share 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 share 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 share capital stock of the Company or any of the its Subsidiaries; (iii) except there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as provided defined 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 Section3(s)) 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 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 the Registration Rights Agreement); (ivvi) there are no agreements, instruments or declarations with respect to the capital stock of the Company or any of its Subsidiaries, the effect of which is the creation of a trustee relationship or other relationship which separates the beneficial ownership of such capital stock with the legal ownership of such capital stock; (vii) 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; (vviii) 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 (viix) 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 (x) the Company has entered into any agreement with any other stockholder with respect and its Subsidiaries have no liabilities or obligations required to be disclosed in the voting of equity securities of SEC Documents but not so disclosed in the CompanySEC Documents. The Company has furnished made available to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the such date of this Agreement (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the such date of this Agreement (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. Each Subsidiary has made available to the Buyer true, correct and complete copies of such Subsidiary’s formation documents, as amended and as in effect on such date, and such Subsidiary’s bylaws, as amended and as in effect on such date.

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 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 0000 Xxx) 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 that will be triggered by the Company’s capital stockissuance of the Securities; 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 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”r), and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”).

Equity Capitalization. (i) 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 37,279,833 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 no 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, been validly issued and are fully paid and nonassessable. Except for any shares to be nonassessable and were issued in connection full compliance with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) applicable state and federal securities law and any rights of third parties. All of the Disclosure Letter: (i) none issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, and were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. None of the Company’s or the Subsidiaries’ share capital stock is subject to preemptive pre-emptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) other than Company or any Subsidiary. Except with respect to the Warrant and employee and service provider options to purchase 5,414,000 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 PlacementStock, 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 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 share 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 share capital stock of the Company or any of its Subsidiaries. There are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined below) of the Subsidiaries; (iii) except as provided Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound. 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 there its Subsidiaries. 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 its securities that may be issued subsequently, under the 1933 Act; Act (iv) there are no outstanding securities or instruments of except the Company or any of the Subsidiaries which contain any redemption or similar provisions, and as of the date of this Investor Rights 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”).SECURITIES PURCHASE AGREEMENT

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 45,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 are issued Stock 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 1,000,000 shares of preferred stock, par value $.01 0.01 per share. As of December 31, 2016, (i)(A) 3,622,851 shares of which as Common Stock were issued and outstanding, (B) 1,048 shares of Common Stock were held in treasury, (C) no shares of Common Stock were held by Subsidiaries of the date Company, (D) 225,000 shares of this Agreement none are issued Common Stock were reserved for issuance of equity incentives pursuant to the 2013 Equity Compensation Plan, (E) options to purchase 95,741 shares of Common Stock granted under the 2013 Equity Compensation Plan were outstanding, with a weighted average exercise price per share of $16.25, (F) warrants to purchase up to 170,314 shares of Common Stock were outstanding, (G) no shares of restricted stock granted under the 2013 Equity Compensation Plan were outstanding, and (ii) no shares of preferred stock of the Company were outstanding. All of such outstanding shares of Common Stock are duly authorized and reserved shares have been, or upon issuance will be, validly issued and issued, fully paid and nonassessable. Except for any All of such outstanding shares to be of Common Stock have been have been issued in connection compliance in all material respects with the Acquisition, the Transaction Documents, or as disclosed in Schedule 3(r) of the Disclosure Letter: (i) none all applicable federal and state securities laws. 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 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 Encumbrances. 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 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 . 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 . Neither 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 nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by 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”)Share Issuance.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 1,000,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 21,007,010 are issued and 6,946,450 outstanding, 6,990,620 shares are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 2,623,312 shares are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement aforementioned options, the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (ii) 800,000 10,000,000 shares of preferred stock, $0.0001 par value $.01 per sharevalue, none of which which, as of the date of this Agreement none hereof, 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 there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as provided defined in Section 3(s)) 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 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreement, 6,966,700 8,169,842 are issued and 6,946,450 8,149,592 are outstanding and 795,369 923,603 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 PlacementBuyers hereunder, 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 other investors pursuant to any registration rights agreement agreements entered into by the Company in connection as of September 8, 2015 which were filed as Exhibits 10.1 through 10.10 to the Company’s Form 8-K filed with any Other Private Placementthe 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 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 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 hereof, the authorized capital stock of the Company consists of (ix) 10,000,000 225,000,000 shares of Common Stock, par value $.01 per shareof which 21,900,732 are issued and outstanding, 75,000,000 shares of Class B Common Stock, of which as of the date of this Agreement, 6,966,700 9,507,988 are issued and 6,946,450 outstanding, 11,794,786 shares of Common Stock are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 32,046 shares of Common Stock are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement Debentures and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (iiy) 800,000 no shares of preferred stock. Pursuant to the purchase agreement for the Aether Acquisition (as that term is defined in Section 7(l) of this Agreement), par value the Company is obligated to issue $.01 per share1 million worth of Common Stock to Aether Systems, of which Inc. as part of the consideration in the Aether Acquisition, with the exact number of such shares of Common Stock to be the quotient of (A) $1 million and (B) the arithmetic average of the Weighted Average Price (as that term is defined in the Debentures) of the Common Stock for the five trading days immediately prior to the closing date of this Agreement none are issued and outstandingthe Aether Acquisition. 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(r3(p) of the Disclosure LetterSchedule: (i) 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; (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 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 any Other Private Placement, as of the date hereof Company; (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 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 of the Company. The Company has furnished to the Buyer true, correct and complete copies ordinary course of the Company’s Certificate of Incorporationor its Subsidiaries’ respective businesses and which, as amended and as individually or in effect on the date of this Agreement (the “Certificate of Incorporation”)aggregate, and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”)do not or would not have a Material Adverse Effect.’

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 0000 Xxx) 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 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. (i) As of the date hereof, the authorized capital stock of the Company consists of (i) 10,000,000 300,000,000 shares of Common Stock, par value $.01 per share, of which as of the date of this Agreementhereof, 6,966,700 98,149,783 shares are issued and 6,946,450 outstanding, 26,802,486 shares are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 86,339,113 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 50,000,000 shares of preferred stockstock of the Company, par value $.01 0.01 per shareshare (“Preferred Stock”), of which as of the date of this Agreement none hereof, no shares are issued and outstanding, reserved for issuance pursuant to the Company’s stock option and purchase plans or reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, Preferred Stock. All of such outstanding and reserved shares have been, or upon issuance in accordance with their terms, 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: ): (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 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 shares of 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 shares of capital stock of the Company; (C) 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 by which the SubsidiariesCompany is or may become bound; (iiiD) except as provided 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 Company; (E) 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 Act; (ivF) 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; (vG) 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 (viH) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. To ; and (I) 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 Knowledgebusiness 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 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 hereofInitial Subscription Date, the authorized capital stock of the Company consists Ocuphire consisted of (i) 10,000,000 5,000,000 shares of Ocuphire Common Stock, par value $.01 per share, of which as of the date of this AgreementInitial Subscription Date, 6,966,700 are 3,543,751 shares were issued and 6,946,450 are outstanding outstanding, 1,175,000 shares were reserved for issuance pursuant to Ocuphire's stock option and 795,369 purchase plans, of which 281,249 shares are subject to outstanding Ocuphire options granted under the Ocuphire stock plans and no shares are subject to outstanding Ocuphire restricted stock units. Prior to the Closing Date, 894,367 shares shall have been reserved for issuance pursuant to securities outstanding as of the date of this Agreement and exercisable or exchangeable for, or convertible intoconvertible, into Ocuphire Common Stock (including 892,425 shares of Ocuphire Common StockStock reserved for issuance in exchange for those certain notes as set forth in that certain conversion agreement, dated as of June 8, 2020, by and among Ocuphire and the entities whose names are listed on the schedule of purchasers therein (the "Conversion Agreement"), assuming the conversion of such notes as of the Initial Subscription Date, and any increases of the Ocuphire Common Stock from such conversion after the Initial Subscription Date shall only result from accrued interest), and (ii) 800,000 625,000 shares of preferred stock, par value $.01 per share, of which as of the date of this Agreement none are Initial Subscription Date, no shares were issued and outstanding. No Ocuphire Common Stock is held in treasury. All of such outstanding shares are duly authorized and reserved shares as of (i) the Initial Subscription Date, the Ocuphire Required Stockholder Approvals, and (ii) as of the Closing Date, have been, or upon issuance will be, validly issued and are fully paid and nonassessable. (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)(i), hereto, none of the Company’s Ocuphire's or any Ocuphire Subsidiary's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyOcuphire or any Ocuphire Subsidiary's; (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)(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 Ocuphire or any of the Ocuphire Subsidiaries, or contracts contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries Ocuphire is or may become bound to issue additional capital stock of the Company Ocuphire or any of the Ocuphire 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 Ocuphire or any of the Ocuphire Subsidiaries; (iii) except as provided disclosed in Schedule 3(p)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Ocuphire or any of the Registration Rights Agreement to be executed with Ocuphire Subsidiaries or by which Ocuphire or any of the Buyer on the Closing DateOcuphire Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 3(p)(iv), and except for registration rights to be granted to there are no financing statements securing obligations in any Other Investor pursuant to any registration rights agreement entered into by the Company amounts filed in connection with Ocuphire or any Other Private Placement, as of the date hereof Ocuphire Subsidiaries; (v), except as disclosed in Schedule 3(p)(v), there are no agreements or arrangements under which the Company Ocuphire or any of the Ocuphire 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(p)(vi), there are no outstanding securities or instruments of the Company Ocuphire or any of the Ocuphire 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 Ocuphire or any of the Ocuphire Subsidiaries is or may become bound to redeem a security of the Company Ocuphire or any of the Ocuphire Subsidiaries; (vvii) except as disclosed in Schedule 3(p)(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(p)(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) the Company does not have neither Ocuphire nor any of its Ocuphire Subsidiaries has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement. To the Company’s Knowledge; and (ix) except as disclosed in Schedule 3(p)(ix), no stockholder Ocuphire or any of the Company has entered into Ocuphire Subsidiaries have no liabilities or obligations, other than those incurred in the ordinary course of Ocuphire's or any agreement with any other stockholder with respect to the voting of equity securities of the CompanyOcuphire Subsidiary's respective businesses and which, individually or in the aggregate, do not or could not have a Ocuphire Material Adverse Effect. The Company has furnished to the Buyer trueTrue, correct and complete copies of the Company’s Certificate Ocuphire's certificate of Incorporationincorporation, as amended and as in effect on the date of this Agreement Initial Subscription Date (the “"Ocuphire Certificate of Incorporation”"), and the Company’s BylawsOcuphire's bylaws, as amended and as in effect on the date of this Agreement Initial Subscription Date (the “"Ocuphire Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, Ocuphire Common Stock and the material rights of the holders thereof in respect thereto shall be provided to the Buyers on the Closing Date.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (ix) 10,000,000 225,000,000 shares of Common Stock, par value $.01 per shareof which 21,900,732 are issued and outstanding, 75,000,000 shares of Class B Common Stock, of which as of the date of this Agreement, 6,966,700 9,507,988 are issued and 6,946,450 outstanding, 11,794,786 shares of Common Stock are outstanding reserved for issuance pursuant to the Company’s stock option and 795,369 purchase plans and 32,046 shares of Common Stock are reserved for issuance pursuant to securities outstanding as of (other than the date of this Agreement Debentures and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (iiy) 800,000 no 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 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(r3(p) of the Disclosure LetterSchedule: (i) 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; (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 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 any Other Private Placement, as of the date hereof Company; (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 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 of the Company. The Company has furnished to the Buyer true, correct and complete copies ordinary course of the Company’s Certificate of Incorporationor its Subsidiaries’ respective businesses and which, as amended and as individually or in effect on the date of this Agreement (the “Certificate of Incorporation”)aggregate, and the Company’s Bylaws, as amended and as in effect on the date of this Agreement (the “Bylaws”)do not or would not have a Material Adverse Effect.

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”).